424B4 1 clg032_424b4.htm FORM 424B4

Filed Pursuant to Rule 424(b)(4)

Registration No. 333-271198

PROSPECTUS

INSPIRE VETERINARY PARTNERS, INC.

1,600,000 Class A Common Stock to be sold by the Company

Up to 5,585,458 shares of Class A Common Stock to be sold by the Selling Stockholders

This is an initial public offering of up to 7,185,458 shares of Inspire Veterinary Partners, Inc.’s Class A common stock of which up to 5,585,458 shares may be offered for resale or otherwise or otherwise disposed of by each stockholder named in this prospectus (the “Selling Stockholders”) in an amount equal to 100% of the shares held by each Selling Stockholder and of which 1,600,000 shares are being sold by the Company on a firm commitment underwritten basis.

The per share public offering price of the shares of Class A common stock to be sold by the Company is $4.00 per share.

The sale of the Selling Stockholder Shares is conditioned upon the successful completion of the sale of the shares by the Company in the underwritten primary offering. The per share public offering price of the shares of Class A common stock to be sold by the Selling Stockholders will be the then-prevailing market price.

Our Class A common stock has been approved for listing on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IVP”.

This prospectus also relates to the resale, from time to time, of up to 5,585,458 shares of Class A common stock (the Selling Stockholder Shares”) by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,” consisting of: (i) 950,001 shares of Class A common stock that are issued and outstanding as of the date of this prospectus; (ii) 829,610 shares of Class A common stock that are potentially issuable upon the exercise of certain warrants outstanding as of the date of this prospectus; (iii) 1,591,437 shares of Class A common stock that are potentially issuable upon the conversion of existing convertible subordinated debentures of the Company outstanding as of the date of this prospectus; (iv) 408,500 shares of Class A common stock that are potentially issuable upon conversion of 408,500 shares of Class B common stock issue and outstanding as of the date of this prospectus held by non-affiliates; and (v) 1,805,910 shares of Class A common stock that are potentially issuable upon conversion of 442,458 shares of Series A preferred stock. The registration of the Selling Stockholder Shares does not mean that the selling stockholders will offer or sell any of the Selling Stockholder Shares. The sale of the Selling Stockholder Shares is conditioned upon the successful completion of the underwritten primary offering. We will not receive any proceeds from any sale or disposition of the Selling Stockholder Shares. In addition, we will pay all fees and expenses incident to the registration of the resale of the Selling Stockholder Shares. The selling stockholders may offer their shares from time to time directly or through one or broker-dealers or agents or in the over-the-counter market at market prices prevailing at the time of sale. However, the Selling Stockholders will not sell any Selling Stockholder Shares until after the closing of the underwritten primary offering. The offering by the Selling Stockholders will remain open for 180 days following the date of this prospectus. For additional information on the possible methods of sale that may be used by the selling stockholders, you should refer to the section of this prospectus entitled “Selling Stockholders—Plan of Distribution”.

Upon the completion of this offering, we will have two classes of authorized common stock outstanding: Class A common stock and Class B common stock (collectively, our “common stock”). The rights of the holders of each class of our common stock are identical, except each share of Class B common stock is entitled to 25 votes per share and is convertible into one share of Class A common stock. See the section titled “Description of Capital Stock” for more information. Immediately following this offering, we will have 2,595,457 shares of Class A common stock outstanding, representing approximately 2.3% of the outstanding voting power of the Company. Assuming conversion of all existing convertible subordinated debentures of the Company, the full exercise of existing warrants and the conversion of all the newly-issued Series A Preferred Stock (giving effect to the Preferred Share Conversion (as defined below)), we will have 4,276,957 shares of Class A common stock outstanding representing approximately 3.7% of the outstanding voting power of the Company on a fully diluted basis. In addition, the Company will have 4,300,000 outstanding shares of Class B common stock outstanding representing approximately 94.0% of the combined voting power of the Company. As a result of the exchange of the senior secured convertible indebtedness of the Company for shares of a new series of Series A Preferred Stock, the Company has 442,458 shares of Series A preferred stock outstanding representing approximately 1.6% of the combined voting power of our outstanding common stock. Based on the initial public offering of $4.00 per share, all of the shares of Series A Preferred Stock will be convertible into 1,805,910 shares of Class A Common Stock (the “Preferred Share Conversion”).

Investing in our Class A common stock involves risks. You should carefully read the “Risk Factors” beginning on page 11 of this prospectus before deciding to invest in shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Shares of Class A common stock to be sold by the Company

	Per Share		Total
Public offering price	$	4.00	$	6,400,000
Underwriting discounts⁽¹⁾	$	0.32	$	512,000
Proceeds to Inspire Veterinary Partners, Inc. before expenses	$	3.68	$	5,888,000

⁽¹⁾

We refer you to “Underwriting” beginning on page 84 of this prospectus for additional information regarding underwriting compensation.

The underwriters may also exercise their option to purchase up to an additional 240,000 shares of Class A common stock from us at the initial public offering price, less underwriting discounts, for 45-days after the date of this prospectus.

The shares will be ready for delivery on or about August 31, 2023.

Sole Book-Running Manager

Spartan Capital Securities, LLC

The date of this prospectus is August 29, 2023.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	11
Cautionary Statement Regarding Forward-Looking Statements	27
Selling Stockholders	28
Use of Proceeds	32
Dilution	33
Market for our Common Stock	34
Capitalization	34
Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Our Business	57
Management and Board of Directors	66
Executive and Director Compensation	72
Security Ownership of Certain Beneficial Owners and Management	76
Certain Relationships and Related Transactions	79
Description of Capital Stock	79
Underwriting	84
Shares Eligible for Future Sale	91
Legal Matters	93
Experts	93
Where You Can Find More Information	93
Index to Financial Statement	F-1

We have not, and the underwriter has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriter has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

Until September 23, 2023 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

PROSPECTUS SUMMARY

This summary highlights information contained in more detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Statement Regarding Forward-Looking Statements,” and our consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus.

Unless the context requires otherwise, references to “Inspire Veterinary,” the “Company,” “we,” “us,” and “our,” refer to Inspire Veterinary Partners, Inc. and its consolidated subsidiaries.

About Inspire Veterinary Partners

Inspire Veterinary was incorporated in the state of Delaware in 2020 and on June 29, 2022, converted into a Nevada corporation. The Company owns and operates veterinary hospitals throughout the United States. The Company specializes in small animal general practice hospitals which serve all manner of companion pets, emphasizing canine and feline breeds. As the Company expands, additional services are becoming a part of the offerings at its hospitals, including mixed animal facilities, critical care and other specialty services, and, as of December 2022, equine, or horse, care and emergency in one location.

As of the date of this prospectus, the Company currently has thirteen veterinary hospitals located in nine states. Inspire Veterinary has expanded and plans to further expand through acquisitions of existing hospitals which have the financial track record, marketplace advantages and future growth potential. Because the Company leverages a leadership and support structure which is distributed throughout the United States, acquisitions are not centralized to one geographic area; the Company recently acquired its first veterinary hospital in the Northeast with the acquisition of Williamsburg Animal Clinic in Williamsburg, Massachusetts.

Services provided at the Company’s hospitals include preventive care for companion animals consisting of annual health exams which include: parasite control; dental health; nutrition and body condition counseling; neurological examinations; radiology; bloodwork; skin and coat health and many breed specific preventive care services. Surgical offerings include all soft tissue procedures such as spays and neuters, mass removals, splenectomies and can also include gastropexies, orthopedic procedures and other types of surgical offerings based on a doctor’s training. In many locations additional means of care and alternative procedures are also offered such as acupuncture, chiropractic and various other health and wellness offerings.

Market Opportunity

In 2020, veterinary care made up 30% of the $103 billon U.S. pet industry. In that same year there were 83.7 million pet dogs and 60 million pet cats in the United States, with 45% and 26% of households owning at least one of those species respectively. From 2016 to 2020, there has been marked growth in both the pet population and in the number of households which own a pet and, therefore, the addressable population which requires care is expanding. Due to strong trends in year over year growth, we believe there is continued upside in the pet care industry and for owners of veterinary practices. With nearly 30,000 veterinary clinics in the United States and less than 30% of that figure having been consolidated under current multi-unit veterinary operators, management believes there exists a large opportunity for acquisitions within the pet care space. Despite a marked increase in acquisition and consolidation activity in recent years, with attendant increases in veterinary clinic valuations as a multiple of EBITDA, management believes there are industry indications that the purchase price for clinic practices may be stabilizing. *

(* Industry data reported in American Veterinary Medical Association/Today’s Veterinary Business).

With new technologies and therapies entering the space, new care models and increasing education regarding the availability, and adoption, of pet insurance as well as other factors contributing to longer pet life expectancy, pet care spending continues to increase for pet owners who appear willing to pay larger sums for routine and advanced care for their pets. These factors, coupled with industry data from the American Pet Products Association which shows millennial consumers spending more on pets, plus an explosion of pet adoption during 2020’s Covid-19 epidemic (according to Associated Press reports), suggest that veterinary care will continue to be an essential service with strong growth in the coming years.

During the last decade, consolidation has become an increasing factor in the highly-fragmented pet care industry, with corporate buying groups, private equity firms and veterinary service organizations increasing their holdings in the U.S. veterinary care market.

Multi-unit veterinary organizations must possess several disciplines and capabilities to be successful in this dynamic industry. The management of Inspire Veterinary believes they bring the following qualities and capabilities to the business:

Operational and financial acumen, including capabilities focused on efficiency and productivity.

A talented leadership team which marries medical and business skillsets.

Skilled talent scouts and people developers who can select the right professionals and keep them engaged.

An understanding of unit economics in the veterinary space along with clear-eyed valuations for practices.

Nearly a century of cumulative experience in investment banking and financial and legal advisory services, including company start-ups, unit expansion and acquisitions and business development domestically and internationally.

Visionary senior leadership with experience in an industry that is growing and changing rapidly.

Why Consolidate?

With few career paths open to veterinary professionals beyond general practice, many veterinarians find themselves as veterinary practice owners as ‘the next step’ after a few years in practice. Many, unfortunately, do not have the business training or skill to transition to become successful entrepreneurs such as knowing how to lead teams, deliver profitability and protect their service offerings. Many such professionals have difficulty maintaining their value or growing their hospitals year over year. For these reasons, and others, many clinicians seek a less stressful path after their initial stint as owners. Others, having been owners for years, seek to exit the space or the need to work on a full-time basis in it. These are the owners who consolidators have traditionally sought out.

Anticipated Growth through Acquisitions

Inspire Veterinary anticipates targeting a ten unit per year acquisition pipeline with the five-year goal to acquire 50 locations throughout the United States. We plan to emphasize acquisitions of seasoned existing veterinary hospitals but we have not ruled out the acquisition of newer practices.

Company actions/characteristics critical to the achievement of these goals are:

Identification of states which have favorable designated market area where the following combination of factors exists:

Strong pet counts and addressable market as measured by a three-, five- and ten-mile radius measurements;

Favorable household income and other factors in households within such radius measurements; and

Positive livability and resident growth trends which indicate location is an area of choice for veterinary professionals to settle and achieve a stable workforce; and

Veterinary practice laws and regulations that are complementary to our business model; management intends to states (including at present New York State) in which the usage of non-licensed veterinary technicians is extremely limited.

The Company leverages strategic partners’ core competencies;

Geographically decentralized corporate leadership, which is located throughout the United States. The ability for management to work in all 50 states removes the need to only analyze and purchase targets close to a headquarters or ‘home’ market. This results in far larger numbers of potential acquisition candidates than competitors who are only operating in certain regions. By leveraging a consultative field leadership approach and a high touch/high support model which is not specific to geographies, the Company leverages the flexibility which allows us to purchase hospitals for their attributes versus being bound by having to ‘cluster’ locations. When advantages are evident from purchasing in geographic clusters, the Company will seek opportunities to do so.

Balanced portfolio of companies and target portfolio companies that include the following hospital types:

Financially healthy hospitals which have stable teams, strong financials and modest room for growth.

Smaller profit clinic locations which show room for growth based on our careful proprietary analysis, thereby representing an upside which allows us to buy at relatively low valuations and pursue well-articulated growth.

Hospitals that were acquired or are targeted to be acquired strategically because they have attractive real estate holdings or other elements, which represent value opportunities to the Company. Management anticipates that such strategic acquisitions may include ‘in-fill’ purchases allowing us to share resources such as talent within a designated market area while acquiring the ability to serve more pets in an area where our current footprint of hospitals is at full capacity.

Initially focus on small animal companion hospitals which are focused on general practice as opposed to specialty or emergency hospitals. Operationally, we will build a base portfolio of these locations for the predictable revenue characteristics and comparatively easier staffing requirements. When an infill opportunity arises or we see the need to have internal referrals between our GP locations and an internally owned emergency location, we may seek critical care hospitals to acquire.

Target EBITDA for the Company will be 15% with locations managed on a +/- scale with that EBITDA figure as the target mean.

Because of our limited operating history, from inception to June 30, 2023, the Company’s net losses amount to $9,010,191 and accumulated deficit of $9,010,191. As of June 30, 2023, the Company had $863,178 in cash on hand and indebtedness of $24,477,850 consisting of loan payable of $1,024,573, convertible debentures of $4,342,770, bridge notes of $4,204,545 and notes payable of $14,905,962, of which $6,949,845 is due and payable in the next 12 months. Approximately $8,547,315 of our outstanding indebtedness is convertible into shares of Class A common stock, all of which such shares are being registered pursuant to this registration statement. Although none of our outstanding indebtedness is automatically or mandatorily convertible in connection with the offering, we have received written commitments from 70 convertible debenture holders, representing $3.9 million of outstanding indebtedness, to convert to shares of Class A common stock. In addition, the indebtedness formerly held by Dragon Dynamic Catalytic Bridge SAC Fund, Target Capital 1 LLC and 622 Capital LLC has been exchanged for newly issued shares of Series A Preferred Stock effective June 30, 2023.

Acquisition Philosophy

As largely private equity-backed firms have fueled over a decade of rampant buying in the pet care industry, management believes certain identifiable trends have emerged:

Valuations (multiples) have risen to untenable figures, causing downward pressure on the hospital income statements and causing private equity firms to pay massive sums for multiunit rollups. Recent examples include Berkshire Partners’ purchase of Vet Strategy in 2020 for a multiple of 22 times the target’s earnings before interest, tax, and depreciation and amortization (“EBITDA”). For example, TSG Consumers’ purchase of Pathway Vet Alliance for a multiple of 18 times the target’s EBITDA, in 2020; and Gryphon Investors’ acquisition of Heartland Veterinary Partners in 2019 for a multiple of 22 times the target’s EDITDA. SOLUTION: Purchase hospitals after a strict evaluation process at a proper market value which allows post purchase upside.

Staffing issues within the veterinary space remain the number one strategic barrier to growth and consistency, while earning potential for the veterinarian does not match their similarly credentialled counterparts in human medicine. SOLUTION: Provide a healthy working environment to clinicians which allows them to do what they do best while giving them equity in the overall organization. This dual aim provides greater stability and less turnover. In short, give doctors shared value for less worry and stress.

Other cyclical business factors necessitate a deep understanding of how veterinary hospitals and those that staff them must be supported. These managerial complexities are often not understood by investors or the teams they put in place to manage rollups. SOLUTION: Combine leadership with experience and understanding of veterinary medicine and operations and partner this leadership team with a skilled consulting team that leads the industry in growth of veterinary hospitals.

These trends above, and others, are factors in an ongoing disconnect with the private equity backed model which keeps the largest share of monetary benefit held for those investors and leaders at senior level and those equity-backed entities typically working toward a four-to-six-year exit horizon. These factors coupled with double-digit multiples of earnings being paid for acquisitions can create pressure at hospital level to over produce and can tend to create a separation between management and the clinical workforce.

Inspire Veterinary Partners Strengths:

Inspire has entered the veterinary hospital ownership sector by leveraging several key processes and relationships which make the Company well-positioned to achieve the growth targets outline below under “—Anticipated Growth through Acquisitions” in the years ahead. Among these competencies and demonstrated capabilities:

A purchase model which focuses on upside potential by identifying individual hospitals and multi-unit practices that have operational opportunity and can be improved within a 12-month window of acquisition but leverages a valuation process based on 3 years of weighted income, not the trailing twelve months or valuations based on projection.

Experienced Company leadership including veterinary professionals with decades of experience in veterinary operations, veterinary medicine, recruiting, campus outreach and training and development. Our Chief Executive Officer and Director, Kimball Carr, is also a Managing Director of Star Circle Advisory, LLC, an investment advisory and advisory services firm, and is President of Grom Coast Surf & Skate, a surf shop in Virginia Beach, Virginia. Our Chief Operating Officer, Vice-Chairman and Director, Charles Stith Keiser, is also Chief Executive Officer of Blue Heron Consulting, a veterinary consulting company serving hospitals of all sizes and specialties across North America. The Company currently has consulting agreements in place with each of Star Circle Advisory, LLC and Blue Heron Consulting, copies of which are attached as exhibits to this prospectus as exhibit 10.12 and exhibit 10.11, respectively.

Ability to leverage partner firm Blue Heron Consulting (“BHC”) in the following ways:

Geography – Utilizing a national consultancy model allows Inspire to buy hospitals opportunistically when the financials and personnel are right, without the need to work from a ‘hub and spoke’ model.

Operational oversight – with experienced medical and operational coaches, BHC has proven itself as the leading veterinary consulting firm in the United States whose clients’ experience growth that outpaces the industry.

Valuation – following processes previously perfected by BHC, Inspire Veterinary intends to utilize their consulting partners in assessing potential purchases, evaluating growth potential and determining the right cost basis before purchase, targeting those hospitals which have room for improvement and for which coaching will be provided by BHC post-acquisition.

Take advantage of the aforementioned decentralized ownership approach to expand into states with favorable state practice guidelines which allow for a maximum use of licensed and non-licensed technicians.

Build in a shared-value model from inception, rolling the initial financed operation into a share-held structure which allows principals and all key contributors to profit share and participate as shareholders.

Build unit productivity and financial models on reasonable patient counts and case load mix which allow for efficiency of staffing, competitive schedules for veterinary professionals and prevent arduous workloads that lead to turn and churn.

Strategic Partnership with Subject Matter Experts

In addition to internal expertise and a leadership team which possesses deep understanding of the veterinary sector, Inspire leverages a close relationship with BHC, an industry leading and veterinary-only firm which has engaged with owners and grown veterinary practices all over the United States. Inspire and BHC have a partnership agreement which leverages BHC coaches as field support, working directly with hospitals, building and executing growth strategies. With Inspire board members also having leadership and ownership within BHC, this partnership is a mutually beneficial one and brings core competencies to each of the hospitals purchased by Inspire.

Recent Developments

Acquisitions

In December 2022, the Company closed on its purchase Williamsburg Animal Clinic in Williamsburg, Massachusetts and The Old 41 Animal Hospital in Bonita Springs, Florida. The Company now operates thirteen animal hospitals and veterinary practices across nine states.

Exchange of Senior Secured Indebtedness

Effective June 30, 2023, the Company entered into exchange agreements (the “Exchange Agreements”) with each of Dragon Dynamic Catalytic Bridge SAC Fund, Target Capital 1 LLC and 622 Capital LLC, the Company’s senior secured lenders, pursuant to which the lenders exchanged their existing 12% original issue discount secured convertible notes for 29,296 shares, 352,771 shares, and 59,792 shares, respectively, of a new series of Series A Preferred Stock (442,458 shares of preferred stock in total).(the “Exchange”). As a result of the Exchange, all of the Company’s senior secured indebtedness with those lenders was extinguished. The Series A preferred stock earns a dividend rate equal to 12% of the stated rate per annum, which such dividend may be payable either in cash or in-kind at the sole option of the Company.

In connection with the Exchange, the Company amended its articles of incorporation by the filing of a certificate of designation for the Series A preferred stock (the “Series A Certificate of Designation”). One million shares of the Series A preferred stock are authorized under the Series A Certificate of Designation, with each such share having a stated value of $10.00 per share.

Holders of shares of the Series A preferred stock are entitled to a liquidation preference in the event of any dissolution, liquidation or winding up of the Company equal to the stated value plus any accrued and unpaid dividends on such stock. Holders of shares of Series A Preferred Stock are also entitled to convert such shares at any time and from time, at the option of such holder, into a number of shares of Class A common stock equal to the stated value divided by a conversion price. The conversion price is equal to 60% of the dollar volume-weighted average price for shares for the Company’s Class A common stock for the three trading days immediately preceding the date of the conversion. However, the conversion price can never be less than 50% of the per-share price for shares of Class A common stock during the Company’s initial public offering. For any conversion during the Company’s initial three days of market trading, the conversion price will be equal to 60% of the price for the Company’s underwritten initial public offering.

The Series A Certificate of Designation also contains certain beneficial ownership limitations on the holders of the Series A preferred stock, as more fully described in the Series A Certificate of Designation. The holders of the Series A preferred stock have the right to vote on all matters submitted to a vote of shareholders on an as-if-converted basis together with the holders of shares of the Company’s Class A and Class B common stock, voting together as a single class.

In connection with the Exchange, the Company also issued warrants (the “New Warrants”) to purchase additional shares of Class A common stock. The New Warrants were issued in exchange for the existing warrants held by the former senior secured lenders. The exercise price of the shares to be issued pursuant to the New Warrants is the price of the shares of Class A common stock to be issued in this offering. The number of shares to be issued upon exercise of the New Warrants is equal to the quotient of 75% of the outstanding Series A preferred stock value divided by the exercise price. Also, in connection with the Exchange, the Company entered into new registration rights agreements (the “New Registration Rights Agreements”) with each of Dragon Dynamic Catalytic Bridge SAC Fund, Target Capital 1 LLC and 622 Capital LLC, pursuant to which the Company has agreed to register the public resale of the shares of Class A common stock issuable upon conversion of the Series A Preferred Stock and upon exercise of the under the New Warrants. The New Registration Rights Agreements supersede in their entirety the prior registration rights agreements with the former senior secured lenders. If the Company does not close this offering on or before September 1, 2023, the Exchange Agreements will be deemed rescinded and the former senior secured convertible notes will be deemed reinstated.

The foregoing descriptions of the Series A Certificate of Designation, Exchange Agreements, New Warrants and New Registration Rights Agreements are qualified in its entirety by the full text of the same, which are attached as Exhibits 3.4, 4.1 through 4.15, and 10.23 through 10.25 to the registration statement of which this prospectus forms a part and are herein incorporated by reference.

SUMMARY OF RISK FACTORS

Risks Related to our Business

We have a limited operating history, are not profitable and may never become profitable.

If our business plan is not successful, we may not be able to continue operations as a going concern and our shareholders may lose their entire investment in us.

We will be dependent on our senior management, especially our Chief Executive Officer Kimball Carr and our Chief Operating Officer Charles Stith Keiser, and each of them has significant responsibilities for other businesses. Neither Mr. Carr nor Mr. Keiser will be obligated to dedicate all of their time or resources or any specific portion of their time exclusively to us.

We may need to raise additional capital to achieve our goals.

The Company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

We may seek to raise additional funds in the future through debt financing which may impose operational restrictions on our business and may result in dilution to existing or future holders of our common shares.

We have generated net operating loss carryforwards for U.S. income tax purposes, but our ability to use these net operating losses may be limited by our inability to generate future taxable income.

If we fail to attract and keep senior management, we may be unable to successfully integrate acquisitions, scale our offerings of veterinary services, and deliver enhanced customer services, which may impact our results of operations and financial results.

Purchasing real estate with hospital acquisitions brings additional complexity and cost.

The animal health industry is highly competitive.

We may be unable to execute our growth strategies successfully or manage and sustain our growth, and as a result, our business may be adversely affected.

We may experience difficulties recruiting and retaining skilled veterinarians due to shortages that could disrupt our business.

The COVID-19 outbreak has disrupted our business, and any future outbreak of a health epidemic or other adverse public health developments could materially and adversely affect our business and operating results.

Our continued success is largely dependent on positive perceptions of our company.

Natural disasters and other events beyond our control could harm our business.

Risks Related to Government Regulation

Various government regulations could limit or delay our ability to develop and commercialize our services or otherwise negatively impact our business.

With state-to-state variability regarding the guidelines for ownership and operation of veterinary hospitals, we must be selective when acquiring hospitals and avoid states where ownership structures are prohibitive to corporate management or where licensure and certification are pre-requisites for full-fledged operation.

We may fail to comply with various state or federal regulations covering the dispensing of prescription pet medications, including controlled substances, through our veterinary services businesses, which may subject us to reprimands, sanctions, probations, fines, or suspensions.

We are subject to environmental, health, and safety laws and regulations that could result in costs to us.

Risks Related to this Offering and Ownership of our Common Shares

	·	We are not currently traded on an exchange or market, and the number of shares being offered by us in our primary underwritten offering is significantly smaller than the number of shares being offered by our selling stockholders. If we are successful at being traded or listed, an active, liquid trading market for our common stock may not develop or be sustained. If and when an active market develops the price of our common stock may be volatile.
	·	We have previously disclosed certain financial projections which have subsequently been withdrawn and removed from our public filings and should not be relied upon in making a decision to invest in the Company and the Offering. If investors rely upon these withdrawn projections, they could suffer less returns or greater losses than anticipated and we face a risk of liability.

If securities or industry analysts do not publish research or reports about our company, or if they issue adverse or misleading opinions regarding us or our stock, our stock price and trading volume could decline.

We do not intend to pay cash dividends for the foreseeable future.

Our shares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.

Our board of directors may authorize and issue shares of new classes of stock, including the issuance of up to 15,700.000 additional shares of Class B common stock, that could be superior to or adversely affect you as a holder of our Class A common stock. Although a majority of our board of directors are independent, our non-independent directors, officers, and their affiliates control approximately 85.4% of the voting power of our outstanding common stock.

If we are successful at obtaining quotation of or a listing for our shares, the trading price of our Common Stock is likely to be volatile, which could result in substantial losses to investors.

The sale or availability for sale of substantial amounts of our Class A common stock could adversely affect their market price.

We expect that the price of our Class A common shares will fluctuate substantially.

We are an “emerging growth company” and a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and a smaller reporting companies will make our common stock less attractive to investors.

Our management will have broad discretion over the use of any net proceeds from this offering and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

Investors in this offering may experience future dilution as a result of this and future equity offerings.

THE OFFERING

Class A common stock offered by us	1,600,000 shares of Class A common stock.

Class A common stock offered by the Selling Stockholders	Up to 5,585,458 shares of Class A common stock previously issued in exempt private offerings, consisting of:

	(i)	950,001 shares of Class A common stock that are issued and outstanding as of the date of this prospectus;
	(ii)	829,610 shares of Class A common stock that are potentially issuable upon the exercise of warrants outstanding as of the date of this prospectus;
	(iii)	1,591,437 shares of Class A common stock that are potentially issuable upon the conversion of existing convertible subordinated debentures of the Company outstanding as of the date of this prospectus; and
	(iv)	408,500 shares of Class A common stock that are potentially issuable upon conversion of 408,500 shares of Class B common stock issue and outstanding as of the date of this prospectus held by non-affiliates.
	(v)	1,805,910 shares of Class A common stock that are potentially issuable upon conversion of 442,458 shares of Series A preferred stock.

Class A common stock to be outstanding after this offering	6,872,414 shares of Class A common stock (or 7,112,414 shares if the underwriters exercise their option to purchase additional shares in full), based on the initial public offering price of $4.00 per share and assuming the full conversion of all existing convertible indebtedness of the Company, full exercise of warrants outstanding as of the date of this prospectus and the conversion of all the newly-issued Series A Preferred Stock.

Class B common stock to be outstanding after the primary underwritten offering	4,300,000 shares of Class B common stock, prior to any conversion of 408,500 shares of Class B common stock held by non-affiliates into shares of Class A common stock. Each share of Class B common stock entitles the holder of record to twenty-five (25) votes on all matters submitted to a vote of stockholders and is convertible into one share of Class A common stock at the option of the holder.

Option to purchase additional shares	We have granted the underwriters a 45-day option to purchase up to 240,000 additional shares of our Class A common stock at the public offering price, less the underwriting discounts and commissions.

Use of proceeds	We estimate that the net proceeds to us from this offering will be approximately $5,363,000 (or approximately $6,246,200 if the underwriters exercise their option to purchase additional shares in full), based on the initial public offering price of $4.00 per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock and facilitate our future access to the capital markets. We currently intend to use the net proceeds we receive from this offering for veterinary hospital acquisitions, real estate acquisitions, hiring of additional personnel, capital improvements and general corporate purposes. See “Use of Proceeds.” All proceeds from the sale of the Selling Stockholder Shares under this prospectus by the selling stockholders will be for the account of the selling stockholders. We will not receive any proceeds from the sale of the Selling Stockholder Shares.

Representative’s warrants	We will issue to Spartan Capital Securities, LLC, the lead underwriter or its designee(s), at the closing of this offering, warrants to purchase a number of shares of our common stock equal to 5% of the aggregate number of shares of common stock sold in this offering (including any shares sold pursuant to the underwriters’ option to purchase additional shares). The representative’s warrants will be exercisable on the effective date of the registration statement of which this prospectus is a part and will expire five years after the effective date of the registration statement of which this prospectus is a part. The exercise price of the representative’s warrants will equal 110% of the public offering price per share. See “Plan of Distribution.”

Risk factors	Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 11 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our common stock.

The initial number of shares of our Class A common stock to be outstanding after this offering is based on 995,457 shares of our Class A common stock outstanding as of the date of this prospectus. Assuming no conversion or exchange of existing convertible indebtedness or exercise of outstanding warrants (neither of which are mandatory in connection with the offering), then the Company expects there will be 2,595,457 shares of Class A common stock outstanding upon the consummation of the offering.

In addition, assuming the full conversion of existing convertible subordinated debentures of the Company, the conversion of all newly-issued Series A Preferred Stock, and the full exercise of warrants outstanding as of the date of this prospectus, the Company anticipate that the aggregate number of shares of our Class A common stock to be outstanding after this offering will be 6,872,414, consisting of: (i) 879,610 shares of Class A common stock that are potentially issuable upon the exercise of warrants outstanding as of the date of this prospectus; (ii) 1,591,437 shares of Class A common stock that are potentially issuable upon the conversion of existing convertible subordinated debentures of the Company outstanding as of the date of this prospectus (iii) 1,805,910 shares of Class A common stock that are potentially issuable upon conversion of 442,458 shares of Series A Preferred Stock; (iv) 995,457 shares of our Class A common stock outstanding as of the date of this prospectus; and (v) the 1,600,000 shares of Class A common stock being offering in the underwritten offering.

Shares of Class A common stock outstanding before this offering ⁽¹⁾			995,457
Underwritten shares to be issued in this offering			1,600,000
Subtotal:			2,595,457
Underwriter’s full exercise of the over-allotment option			240,000
Subtotal (assuming full exercise of the over-allotment option and no conversion or exchange of existing indebtedness or exercise of outstanding warrants):			2,835,457
Shares of Class A common stock that are potentially issuable upon exercise of warrants outstanding as of the date of this prospectus ⁽²⁾			879,610
Shares of Class A common stock that are potentially issuable upon conversion of outstanding convertible indebtedness of the Company ⁽³⁾			1,591,437
Shares of Class A common stock that are potentially issuable upon conversion of the newly-issued Series A Preferred Stock⁽⁴⁾			1,805,910
Total shares of Class A common stock (no exercise of over-allotment option) on a fully diluted basis: ⁽⁵⁾			6,872,414
Total shares of Class A common stock (full exercise of over-allotment option) on a fully diluted basis: ⁽⁵⁾			7,112,414

⁽¹⁾	Includes 45,456 shares of Class A common stock held by Messrs. Carr and Keiser which are not being registered in this offering.

⁽²⁾	Includes a warrant for 50,000 shares of Class A common stock issued to Mr. Carr in connection with his personal guaranty of certain loans to the Company; the shares of Class A common stock issuable upon exercise of the warrant are not being registered in this offering.

⁽³⁾	Consists of 1,591,437 shares of Class A common stock issuable upon conversion of outstanding convertible subordinated debentures of the Company, including the Company’s most recent issuance of convertible promissory notes in February and March of 2023.

⁽⁴⁾	Represents 442,458 shares of the newly-issued Series A Preferred Stock convertible into 1,805,910 Class A common stock assuming an applicable market price of $4.00 per share.

⁽⁵⁾	Excludes 4,300,000 shares of Class B common stock issued and outstanding as of the time of this prospectus. Each share of Class B common stock is entitled to 25 votes per share and is convertible into one share of Class A common stock.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables summarize our consolidated financial data for the periods and as of the dates indicated. The summary statements of operations data for the years ended December 31, 2022 and 2021 are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The summary statements of operations data for the six months ended June 30, 2023 and 2022 and balance sheet data as of June 30, 2023 are derived from our unaudited interim condensed consolidated financial statements and related notes included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and, in the opinion of management, reflect all normal, recurring adjustments that are necessary to state fairly the unaudited interim condensed financial statements. Our historical results are not necessarily indicative of results that may be expected in the future, and the results for the six months ended June 30, 2023 are not necessarily indicative of results that may be expected for the full year or any other period. You should read the summary financial data together with our consolidated financial statements and related notes appearing elsewhere in this prospectus and the information in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The summary financial data in this section are not intended to replace our consolidated financial statements and the related notes and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus.

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 and Six Months Ended June 30, 2023 and 2022 and Select Balance Sheet Data as of December 31, 2022 and June 30, 2023:

	Year Ended December 31,						Six Months Ended June 30,
	2022			2021			2023			2022
				(As Restated)

Service revenue	$	7,032,800		$	1,813,621		$	6,273,579		$	2,645,199
Product revenue		2,801,978			735,513			2,498,362			1,086,079
Total revenue		9,834,778			2,549,134			8,771,941			3,731,278

Operating expenses
Cost of service revenue (exclusive of depreciation and amortization, shown separately below)		5,308,104			1,284,407			4,641,747			1,865,937
Cost of product revenue (exclusive of depreciation and amortization, shown separately below)		1,981,046			435,437			1,778,130			709,285
General and administrative expenses		5,467,642			1,792,046			3,687,460			1,988,356
Depreciation and amortization		596,124			84,465			602,508			162,355
Total operating expenses		13,352,916			3,596,355			10,709,845			4,725,933

Loss from operations		(3,518,138	)		(1,047,221	)		(1,937,904	)		(994,655	)

Other income (expense):
Interest income		1,021			161			6			38
Interest expense		(1,425,260	)		(194,811	)		(830,811	)		(601,335	)
Other expenses		357			(14,861	)		1,966			(4,596	)
Total other expense		(1,423,882	)		(209,511	)		(828,839	)		(605,893	)

Loss before income taxes		(4,942,020	)		(1,256,732	)		(2,766,743	)		(1,600,548	)

Benefit (provision) for income taxes		30,094			(74,330	)		-			30,094

Net loss	$	(4,911,926	)	$	(1,331,062	)	$	(2,766,743	)	$	(1,570,454	)

Net loss per Class A and B common shares:
Basic and diluted	$	(0.95	)	$	(0.27	)	$	(0.52	)	$	(0.31	)
Weighted average shares outstanding per Class A and B common shares:
Basic and diluted		5,160,182			5,001,699			5,270,457			5,145,456

	As of December 31, 2022			As of June 30, 2023 (Unaudited)
Selected Balance Sheet Data (end of period):
Cash and cash equivalent	$	444,253		$	863,178
Total assets		20,185,695			20,022,370
Total debt		22,854,174			24,477,850
Total liabilities		25,321,176			27,921,893
Total stockholders’ deficit	$	(5,135,481	)	$	(7,899,523	)

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the accompanying notes thereto included elsewhere in this prospectus, before deciding whether to invest in our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. The realization of any of these risks and uncertainties could have a material adverse effect on our reputation, business, financial condition, results of operations, growth and future prospects, as well as our ability to accomplish our strategic objectives. In that event, the market price of our common stock could decline and you could lose part or all of your investment.

Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “Inspire Veterinary” and the “Company” refer to Inspire Veterinary Partners, Inc.

Risks Related to our Business

We have a limited operating history, are not profitable and may never become profitable.

We have not generated any net profits to date, and we expect to continue to incur significant acquisition related costs and other expenses. Our net loss for the six months ended June 30, 2023 was $(2,766,743) and for the years ended December 31, 2022 and 2021 was $(4,911,926) and $(1,331,062), respectively. Our accumulated deficit as of June 30, 2023 was $(9,010,191). As of June 30, 2023, we had total stockholders’ deficit of approximately $(7,899,523). We expect to continue to incur net losses for the foreseeable future, as we continue our development and acquisition of veterinary hospitals and related veterinary servicing activities. If we fail to achieve or maintain profitability, then we may be unable to continue our operations at planned levels and be forced to reduce or cease operations.

If our business plan is not successful, we may not be able to continue operations as a going concern and our shareholders may lose their entire investment in us.

As discussed in the Notes to Financial Statements included in this Registration Statement, as of June 30, 2023, we had $863,178 cash out of which $0 will be used to pay the unpaid amount of the estimated costs of this offering.

If we fail to raise sufficient capital in this offering, we will have to explore other financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. We cannot give assurance that we will be able to secure the necessary capital when needed. Consequently, we raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the year ended December 31, 2022. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reducing operating expenses. Our business plans may not be successful in addressing the cash flow issues. If we cannot continue as a going concern, our shareholders may lose their entire investment in us. If we fail to raise sufficient capital in this offering, we will have to explore other financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. We cannot give assurance that we will be able to secure the necessary capital when needed. Consequently, we raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the years ended December 31, 2022 and 2021. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reducing operating expenses. Our business plans may not be successful in addressing the cash flow issues. If we cannot continue as a going concern, our shareholders may lose their entire investment in us.

We will be dependent on our senior management, especially our Chief Executive Officer Kimball Carr and our Chief Operating Officer Charles Stith Keiser and we may not find a suitable replacement for such senior management if they leave or otherwise become unavailable to us. Each of them has significant responsibilities for other businesses. Mr. Carr is also a Managing Director of Star Circle Advisory, LLC, an investment advisory and advisory services firm, and is President of Grom Coast Surf & Skate, a surf shop in Virginia Beach, Virginia. Mr. Keiser is also Chief Executive Officer of Blue Heron Consulting, a veterinary consulting company serving hospitals of all sizes and specialties across North America. Neither Mr. Carr nor Mr. Keiser will be obligated to dedicate all of their time or resources or any specific portion of their time exclusively to us. Accordingly, these individuals may not always be able to devote sufficient time to the management of our business. As a result, we may not receive the level of managerial support and assistance that we might require, and our results of operations may suffer.

We may need to raise additional capital to achieve our goals.

We currently incur operate at a net loss and a comprehensive loss and anticipate incurring additional expenses as a public company. We are also seeking to identify potential complementary acquisition opportunities in the veterinary services and animal health sectors. Some of our anticipated future expenditures will include: costs of identifying additional potential acquisitions; costs of obtaining regulatory approvals; and costs associated with marketing and selling our services. We also may incur unanticipated costs. Because the outcome of our development activities and commercialization efforts is inherently uncertain, the actual amounts necessary to successfully complete the development and commercialization of our existing or future veterinary services s may be greater or less than we anticipate.

As a result, we will need to obtain additional capital to fund the development of our business. Except for our WealthSouth (a division of Farmers National Bank of Danville, Kentucky) master lending and credit facility, we have no master agreements or arrangements with respect to any financings, and any such financings may result in dilution to our shareholders, the imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business or the value of our common shares.

Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate one or more of our veterinary service programs or any future commercialization efforts.

The Company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

The Company will face a significant increase in insurance, legal, accounting, administrative and other costs and expenses as a public company that none of the formerly corporate or company privately-held acquisition targets that we may attempt to purchase incur as a private company. The Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the Securities and Exchange Commission (the “Commission”), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board, the Commission and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require the Company to carry out activities that it previously has not done. For example, the Company will adopt new internal controls and disclosure controls and procedures. In addition, additional expenses associated with the Commission’s reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), The Company could incur additional costs rectifying those issues, and the existence of those issues could adversely affect the Company’s reputation or investor perceptions of it. Being a public company could make it more difficult or costly for the Company to obtain certain types of insurance, including director and officer liability insurance, and the Company may be forced to accept reduced policy limits and coverage with increased self-retention risk or incur substantially higher costs to obtain the same or similar coverage. Being a public company could also make it more difficult and expensive for the Company to attract and retain qualified persons to serve on the board, board committees or as executive officers. Furthermore, if the Company is unable to satisfy its obligations as a public company, it could be subject to fines, sanctions and other regulatory action and potentially civil litigation.

The additional reporting and other obligations imposed by various rules and regulations applicable to public companies will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the Company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

If we fail to manage our growth effectively, our brand, business and operating results could be harmed.

We have experienced, and expect to continue to experience, rapid growth in our headcount and operations, which places substantial demands on management and our operational infrastructure. We will need to significantly expand our organization and systems to support our future expected growth. If we fail to manage our growth effectively, we will not be successful, and our business could fail. To manage the expected growth of our operations and personnel, we will be required to improve existing, and implement new, transaction-processing, operational and financial systems, procedures and controls. We will also be required to expand our finance, administrative and operations staff. We intend to continue making substantial investments in our technology, sales and data infrastructure. As we continue to grow, we must effectively integrate, develop and motivate a significant number of new employees, while maintaining the beneficial aspects of our existing corporate culture, which we believe fosters innovation, teamwork and a passion for our veterinary services and clients. In addition, our revenue may not grow at the same rate as the expansion of our business. There can be no assurance that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations or that management will be able to hire, train, retrain, motivate and manage required personnel. If we are unable to manage our growth effectively, the quality of our platform, efficiency of our operations, and management of our expenses could suffer, which could negatively impact our brand, business, operating results and profitability.

We may seek to grow our business through acquisitions of, or investments in, new or complementary businesses, and facilities, or through strategic alliances, and the failure to manage these acquisitions or strategic alliances, or to integrate them with our existing business, could have a material adverse effect on us.

The pet care industry is highly fragmented. We have completed acquisitions in the past and may pursue expansion, acquisition, investment and other strategic alliance opportunities in the future. If we are unable to manage acquisitions, or strategic ventures, or integrate any acquired businesses effectively, we may not realize the expected benefits from the transaction relative to the consideration paid, and our business, financial condition, and results of operations may be adversely affected. Acquisitions, investments and other strategic alliances involve numerous risks, including:

problems integrating the acquired business, facilities or services, including issues maintaining uniform standards, procedures, controls and policies;

unanticipated costs associated with acquisitions or strategic alliances;

losses we may incur as a result of declines in the value of an investment or as a result of incorporating an investee’s financial performance into our financial results;

diversion of management’s attention from our existing business;

risks associated with entering new markets in which we may have limited or no experience;

potential loss of key employees of acquired businesses;

the risks associated with businesses we acquire or invest in, which may differ from or be more significant than the risks our other businesses face;

potential unknown liabilities associated with a business we acquire or in which we invest; and

increased legal and accounting compliance costs.

Our ability to successfully grow through strategic transactions depends upon our ability to identify, negotiate, complete and integrate suitable target businesses, facilities and services and to obtain any necessary financing. These efforts could be expensive and time-consuming and may disrupt our ongoing business and prevent management from focusing on our operations. As a result of future strategic transactions, we might need to issue additional equity securities, spend our cash, or incur debt (which may only be available on unfavorable terms, if at all), contingent liabilities, or amortization expenses related to intangible assets, any of which could reduce our profitability and harm our business. If we are unable to identify suitable acquisitions, investments or strategic relationships, or if we are unable to integrate any acquired businesses, facilities and services effectively, our business, financial condition, and results of operations could be materially and adversely affected. Also, while we employ several different methodologies to assess potential business opportunities, the new businesses or investments may not meet or exceed our expectations or desired objectives.

We expect that we will need to raise additional capital in the future to help fund our business operations. Debt financing, if available, may require restrictive covenants, which may limit our operating flexibility and may restrict or prohibit us from:

paying dividends or making certain distributions, investments and other restricted payments;

incurring additional indebtedness or issuing certain preferred shares;

selling some or all of our assets;

entering into transactions with affiliates;

creating certain liens or encumbrances;

merging, consolidating, selling or otherwise disposing of all or substantially all of our assets; and

designating our subsidiaries as unrestricted subsidiaries.

Debt financing may also involve debt instruments that are convertible into or exercisable for our common shares. The conversion of the debt-to-equity financing may dilute the equity position of our existing shareholders.

We may acquire other businesses or form joint ventures that may be unsuccessful and could adversely dilute your ownership of our company.

As part of our business strategy, we may pursue in-licenses or acquisitions of other complementary assets and businesses and may also pursue strategic alliances. We have no experience in acquiring other assets or businesses and have limited experience in forming such alliances. We may not be able to successfully integrate any acquisitions into our existing business, and we could assume unknown or contingent liabilities or become subject to possible stockholder claims in connection with any related-party or third-party acquisitions or other transactions. We also could experience adverse effects on our reported results of operations from acquisition-related charges, amortization of acquired technology and other intangibles and impairment charges relating to write-offs of goodwill and other intangible assets from time to time following an acquisition. Integration of an acquired company requires management resources that otherwise would be available for ongoing development of our existing business. We may not realize the anticipated benefits of any acquisition, technology license or strategic alliance.

To finance future acquisitions, we may choose to issue shares of our common stock as consideration, which would dilute your ownership interest in us. Alternatively, it may be necessary for us to raise additional funds through public or private financings. Additional funds may not be available on terms that are favorable to us and, in the case of equity financings, may result in dilution to our stockholders.

We have generated net operating loss carryforwards for U.S. income tax purposes, but our ability to use these net operating losses may be limited by our inability to generate future taxable income.

Our U.S. businesses have generated consolidated net operating loss carryforwards (“U.S. NOLs”) for U.S. federal and state income tax purposes of $8,947,519 as of June 30, 2023. These U.S. NOLs can be available to reduce income taxes that might otherwise be incurred on future U.S. taxable income. The utilization of these U.S. NOLs would have a positive effect on our cash flow. However, there can be no assurance that we will generate the taxable income in the future necessary to utilize these U.S. NOLs and realize the positive cash flow benefit. A portion of our U.S. NOLs have expiration dates. There can be no assurance that, if and when we generate taxable income in the future from operations or the sale of assets or businesses, we will generate such taxable income before such portion of our U.S. NOLs expire. Under the Tax Cuts and Jobs Act (the “TCJA”), federal NOLs generated in tax years ending after December 31, 2017 may be carried forward indefinitely. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), federal NOL carryforwards arising in tax years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of such loss. Due to our cumulative losses through December 31, 2022 we do not anticipate that such provision of the CARES Act will be relevant to us. The deductibility of federal NOLs may be limited. It is uncertain if and to what extent various states will conform to TCJA or the CARES Act.

Our ability to utilize the U.S. NOLs after an “ownership change” is subject to the rules of the United States Internal Revenue Code of 1986, as amended (the “Code”) Section 382. An ownership change occurs if, among other things, the shareholders (or specified groups of shareholders) who own or have owned, directly or indirectly, 5% percent or more of the value of our shares or are otherwise treated as 5% percent shareholders under Code Section 382 and the Treasury Regulations promulgated thereunder increase their aggregate percentage ownership of the value of our shares by more than 50 percentage points over the lowest percentage of the value of the shares owned by these shareholders over a three-year rolling period. An ownership change could also be triggered by other activities, including the sale of our shares that are owned by our 5% shareholders. In the event of an ownership change, Section 382 would impose an annual limitation on the amount of taxable income we may offset with U.S. NOLs. This annual limitation is generally equal to the product of the value of our shares on the date of the ownership change multiplied by the long-term tax-exempt rate in effect on the date of the ownership change. The long-term tax-exempt rate is published monthly by the IRS. Any unused Section 382 annual limitation may be carried over to later years until the applicable expiration date for the respective U.S. NOLs (if any). In the event an ownership change as defined under Section 382 were to occur, our ability to utilize our U.S. NOLs would become substantially limited. The consequence of this limitation would be the potential loss of a significant future cash flow benefit because we would no longer be able to substantially offset future taxable income with U.S. NOLs. There can be no assurance that such ownership change will not occur in the future.

Our success depends in part on our continued ability to attract, retain and motivate highly qualified management and senior personnel. We are highly dependent upon our senior management, particularly Kimball Carr and Charles Stith Keiser. The loss of services of any of these individuals could negatively impact our ability to successfully integrate acquisitions, scale our employee roster, and deliver enhanced veterinary services, which may impact our results of operations and financial results. Although we have entered an employment agreement with Kimball Carr, our Chairman, Chief Executive Officer and President, for one 3-year term (automatically extending for one-year terms thereafter) there can be no assurance that Mr. Carr or any other senior executive officer will extend their terms of service. The Company has not entered into an employment agreement with Charles Stith Keiser.

Our management does not have experience as senior management of a public company or ensuring compliance with public company obligations, and fulfilling these obligations will be expensive and time consuming, which may divert management’s attention from the day-to-day operation of its business.

Our senior management does not have experience as senior management a publicly traded company and have limited experience complying with the increasingly complex laws pertaining to public companies. In particular, the significant regulatory oversight and reporting obligations imposed on public companies will require substantial attention from senior management and may divert attention away from the day-to-day management of its business, which could have a material adverse effect on our business, financial condition and results of operations. Similarly, corporate governance obligations, including with respect to the development and implementation of appropriate corporate governance policies will impose additional burdens on the Company’s non-executive directors.

Failure to maintain effective internal controls over financial reporting could have a material adverse effect on the Company’s business, operating results and stock price.

Prior to this offering, the Company was not a publicly listed company or an affiliate of a publicly listed company, and it has not previously dedicated accounting personnel and other resources to address internal control and other procedures commensurate with those of a publicly listed company. Effective internal control over financial reporting is necessary to increase the reliability of financial reports.

The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those of a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements. If the Company is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of the common stock.

The Company and its auditors were not required to perform an evaluation of internal control over financial reporting as of or for the years ended December 31, 2022 or 2021 in accordance with the provisions of the Sarbanes-Oxley Act. The Company’s independent registered public accounting firm will not be required to report on the effectiveness of its internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the Company’s first annual report on Form 10-K following the date on which it ceases to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of the first sale of common equity securities pursuant to an effective registration statement. If such evaluation were performed, control deficiencies could be identified by our management, and those control deficiencies could also represent one or more material weaknesses. In addition, the Company cannot, at this time, predict the outcome of this determination and whether the Company will need to implement remedial actions in order to implement effective control over financial reporting. If in subsequent years the Company is unable to assert that the Company’s internal control over financial reporting is effective, or if the Company’s auditors express an opinion that the Company’s internal control over financial reporting is ineffective, the Company may fail to meet the future reporting obligations in a timely and reliable manner and its financial statements may contain material misstatements. Any such failure could also adversely cause our investors to have less confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on the price of the Company’s common stock.

We may incur successor liabilities due to conduct arising prior to the completion of the various acquisitions.

We may become subject to certain successor liabilities of recently acquired subsidiary businesses. We may also become subject to litigation claims in the operation of such businesses prior to the closing of such subsidiary acquisitions, including, but not limited to, with respect to tax, regulatory, employee or contract matters. Any litigation may be expensive and time-consuming and could divert the attention of management from its business and negatively affect its operating results or financial condition. Furthermore, the outcome of any litigation cannot be guaranteed, and adverse outcomes can affect our results of operations negatively.

Purchasing real estate with hospital acquisitions brings additional complexity and cost.

By purchasing buildings and land with many of the acquisitions that the Company completes, the financing, due diligence and regulatory requirements of these purchases are much more complex. Issues such as building inspections and related delays, zoning requirements and permitting variabilities across many states all have the potential to cause delays with the purchase of acquisitions and increase the costs of acquiring target locations.

Our estimate of the size of our addressable market may prove to be inaccurate.

Data for retail veterinary services to domestic pets is collected for most, but not all channels, and as a result, it is difficult to estimate the size of the market and predict the rate at which the market for our services will grow, if at all. While our market size estimates have been made in good faith and is based on assumptions and estimates we believe to be reasonable, this estimate may not be accurate. If our estimates of the size of our addressable market are not accurate, our potential for future growth may be less than we currently anticipate, which could have a material adverse effect on our business, financial condition, and results of operations.

We may be unable to execute our growth strategies successfully or manage and sustain our growth, and as a result, our business may be adversely affected.

Our strategies include expanding our veterinary service offerings and building out our digital and data capabilities, growing our market share in services like grooming and training, enhancing our owned brand portfolio, and introducing new offerings to better connect with our customers. However, we may not be able to execute on these strategies as effectively as anticipated. Our ability to execute on these strategies depends on a number of factors, including:

whether we have adequate capital resources to expand our offerings and build out our digital and data capabilities;

our ability to relocate our pet care centers and obtain favorable sites and negotiate acceptable lease terms;

our ability to hire, train and retain skilled managers and personnel, including veterinarians, information technology professionals, owned brand merchants, and groomers and trainers; and

our ability to continue to upgrade our information and other operating systems and to make use of the data that we collect through these systems to offer better products and services to our customers.

Our existing locations may not maintain their current levels of sales and profitability, and our growth strategies may not generate sales levels necessary to achieve pet care center level profitability comparable to that of our existing locations. To the extent that we are unable to execute on our growth strategies in accordance with our expectations, our sales growth would come primarily from the organic growth of existing product and service offerings.

We may experience difficulties recruiting and retaining skilled veterinarians due to shortages that could disrupt our business.

The successful growth of our veterinary services business depends on our ability to recruit and retain skilled veterinarians and other veterinary technical staff. We face competition from other veterinary service providers in the labor market for veterinarians, and from time to time, we may experience shortages of skilled veterinarians in markets in which we operate our veterinary service businesses, which may require us or our affiliated veterinary practices to increase wages and enhance benefits to recruit and retain enough qualified veterinarians to adequately staff our veterinary services operations. If we are unable to recruit and retain qualified veterinarians, or to control our labor costs, our business, financial condition, and results of operations may be materially adversely affected.

Negative publicity arising from claims that we do not properly care for animals we handle could adversely affect how we are perceived by the public and reduce our sales and profitability.

From time to time we receive claims or complaints alleging that we do not properly care for some of the pets we handle or for companion animals we handle, which mainly includes dogs and cats but may include other animals as we acquire additional facilities. Deaths or injuries may occur in the future while animals are in our care. As a result, we may be subject to claims that our animal care practices do not provide the proper level of care. Any such claims or complaints, as well as any related news reports or reports on social media, even if inaccurate or untrue, could cause negative publicity, which in turn could harm our business and have a material adverse effect on our results of operations.

Our quarterly operating results may fluctuate due to the timing of expenses, veterinary facility acquisitions, veterinary facility closures, and other factors.

Our expansion plans, including the timing of new and remodeled veterinary facility acquisitions, and related pre-opening costs, the amount of net sales contributed by new and existing veterinary facilities, and the timing of and estimated costs associated with veterinary facility closings or relocations, may cause our quarterly results of operations to fluctuate. Quarterly operating results are not necessarily accurate predictors of performance.

Quarterly operating results may also vary depending on a number of factors, many of which are outside our control, including:

changes in our pricing policies or those of our competitors;

our sales and channels mix and the relevant gross margins of the products and services sold;

the hiring and retention of key personnel;

wage and cost pressures;

changes in fuel prices or electrical rates;

costs related to acquisitions of businesses; and

general economic factors.

The COVID-19 outbreak disrupted our business and any future outbreak of a health epidemic or other adverse public health developments could materially and adversely affect our business and operating results. There is continuing uncertainty relating to the potential effect of COVID-19 on our business. Infections may become more widespread and should that cause supply disruptions it would have a negative impact on our business, financial condition and operating results. In addition, a significant health epidemic could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect the market for our veterinary services, which could have a material adverse effect on our business, operating results and financial condition. The extent to which the COVID-19 pandemic impacts our business will depend on future developments that are uncertain and unpredictable, including the duration and severity of the COVID-19 pandemic, its impact on capital and financial markets, the continued timing of widespread availability of COVID-19 vaccines, the willingness of individuals to become vaccinated, the efficacy of vaccinations, virus mutations and variants, the length of time COVID-19 related restrictions continue to stay in place or are reinstituted and for economic and operating conditions to return to prior levels, together with resulting consumer behaviors, and numerous other uncertainties, all of which remain uncertain. Any of these events could have a material adverse impact on our business, financial condition, results of operations and ability to execute and capitalize on our strategies for a period of time that is currently unknown.

Our continued success is largely dependent on positive perceptions of our company.

Management believes our continued success is largely dependent on positive perceptions of our company as a high-quality employer and operator within the veterinary space. We may receive claims or complaints alleging that we do not properly care for some of the pets we handle or for companion animals we handle and sell, which may include dogs, cats, birds, fish, reptiles, and other small animals. Deaths or injuries sometimes occur while animals are in our care. As a result, we may be subject to claims that our animal care services, including grooming, training, veterinary, and other services, or the related training of our associates or handling of animals by them, do not provide the proper level of care. Our efforts to establish our reputation as a “health and wellness” company increase the risk of claims or complaints regarding our practices. Any such claims or complaints, as well as any related news reports or reports on social media, even if inaccurate or untrue, could cause negative publicity, which in turn could harm our business and have a material adverse effect on our results of operations.

To be successful in the future, we must continue to preserve, grow, and leverage the value of our reputation and our brand. Reputational value is based in large part on perceptions of subjective qualities, and even isolated incidents may erode trust and confidence and have adverse effects on our business and financial results, particularly if they result in adverse publicity or widespread reaction on social media, governmental investigations, or litigation. Our brand could be adversely affected if our public image or reputation were to be tarnished by negative publicity. Failure to comply or accusations of failure to comply with ethical, social, labor, data privacy, and environmental standards could also jeopardize our reputation and potentially lead to various adverse consumer actions. Any of these events could adversely affect our business.

As the Company grows, expanding the mergers and acquisitions team in order to select and properly integrate new locations will be necessary. We also will have to build our marketing, sales, managerial and other non-technical capabilities and make arrangements with third parties to perform certain of these other services, and we may not be successful in doing so. Building an internal sales organization is time consuming and expensive and will significantly increase our compensation expense. If we are unable to market and build proven client-acquisition processes at local level our future revenue could suffer.

Our business may be harmed if our computer network containing employee or other information is compromised, which could adversely affect our results of operations.

We occasionally collect or store proprietary or confidential information regarding our employees or customers, and others, including credit card information and potentially personally identifiable information. We may also collect, store, and transmit employees’ health information in order to administer employee benefits; accommodate disabilities and injuries; and comply with public health requirements. We cannot assure you that future potential cyber-attacks will not expose us to material liability. Security could be compromised and confidential information, such as customer credit card numbers, employee information, or other personally identifiable information could be misappropriated, or system disruptions could occur. In addition, cyber-attacks such as ransomware attacks could lock us out of our information systems and disrupt our operations. If our information systems or infrastructure fail to perform as designed or are interrupted for a significant period of time, our business could be adversely affected.

In addition, the Company plans to expand its service offering to include, among other services, tele-veterinarian services. The Company has not implemented such tele-veterinarian services as of the date of this prospectus. However, in order to implement such services, the Company will likely require significant investments in information technology and information technology training. There can be no assurance that such investments will generate commiserate increases in revenue or profitability. In implemented, cyber-attacks such as ransomware attacks against our tele-veterinarian infrastructure could interrupt our ability to provide such services and could adversely affect that line of business.

Labor disputes may have an adverse effect on our operations.

We are not currently party to a collective bargaining agreement with any of our employees. If we were to experience a union organizing campaign, this activity could be disruptive to our operations, increase our labor costs and decrease our operational flexibility. We cannot assure you that some or all of our employees will not become covered by a collective bargaining agreement or that we will not encounter labor conflicts or strikes. In addition, organized labor may benefit from new legislation or legal interpretations by the current presidential administration, as well as current or future unionization efforts among other large employers. Particularly, in light of current support for changes to federal and state labor laws, we cannot provide any assurance that we will not experience additional and more successful union organization activity in the future. Any labor disruptions could have an adverse effect on our business or results of operations and could cause us to lose customers. Further, our responses to any union organizing efforts could negatively impact our reputation and have adverse effects on our business, including on our financial results.

We may be subject to personal injury, workers’ compensation, discrimination, harassment, wrongful termination, wage and hour, and other claims in the ordinary course of business.

Our business involves a risk of personal injury, workers’ compensation, discrimination, harassment, wrongful termination, wage and hour, and other claims in the ordinary course of business. We maintain general liability insurance with a self-insured retention and workers’ compensation insurance with a deductible for each occurrence. We also maintain umbrella insurance above the primary general liability coverage. No assurance can be given that our insurance coverage will be available or sufficient in any claims brought against us.

Additionally, we are subject to U.S. federal, state, and local employment laws that expose us to potential liability if we are determined to have violated such employment laws, including but not limited to, laws pertaining to minimum wage rates, overtime pay, discrimination, harassment, and wrongful termination. Compliance with these laws, including the remediation of any alleged violation, may have a material adverse effect on our business or results of operations.

A decline in consumer spending or a change in consumer preferences or demographics could reduce our sales or profitability and adversely affect our business.

Some of our product sales depend on consumer spending, which is influenced by factors beyond our control, including general economic conditions, disruption or volatility in global financial markets, changes in interest rates, the availability of discretionary income and credit, weather, consumer confidence, unemployment levels and government orders restricting freedom of movement. We may experience declines in sales or changes in the types of products and services sold during economic downturns. Our business could be harmed by any material decline in the amount of consumer spending, which could reduce our sales, or a decrease in the sales of higher-margin products, which could reduce our profitability and adversely affect our business.

We have also benefited from increasing pet ownership, discretionary spending on pets and current trends in humanization and premiumization in the pet industry, as well as favorable pet ownership demographics. To the extent these trends slow or reverse, our sales and profitability would be adversely affected. In particular, COVID-19 has driven an increase in pet ownership and consumer demand for our products that may not be sustained or may reverse at any time. The success of our business depends in part on our ability to identify and respond to evolving trends in demographics and consumer preferences. Failure to timely identify or effectively respond to changing consumer tastes, preferences, spending patterns and pet care needs could adversely affect our relationship with our customers, the demand for our products and services, our market share and our profitability.

Our reputation and business may be harmed if our or our vendors’ computer network security or any of the databases containing customer, employee, or other personal information maintained by us or our third-party providers is compromised, which could materially adversely affect our results of operations.

We collect, store, and transmit proprietary or confidential information regarding our customers, employees, job applicants, and others, including credit card information and personally identifiable information. We also collect, store, and transmit employees’ health information in order to administer employee benefits; accommodate disabilities and injuries; to comply with public health requirements; and to mitigate the spread of COVID-19 in the workplace. The protection of customer, employee, and company data in the information technology systems we use (including those maintained by third-party providers) is critical. In the normal course of business, we are and have been the target of malicious cyber-attack attempts and have experienced other security incidents.

Security could be compromised and confidential information, such as customer credit card numbers, employee information, or other personally identifiable information that we or our vendors collect, transmit, or store, could be misappropriated or system disruptions could occur. In addition, cyber-attacks such as ransomware attacks could lock us out of our information systems and disrupt our operations. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Attacks may be targeted at us, our customers, our employees, or others who have entrusted us with information. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. Advances in computer capabilities, new technological discoveries, or other developments may result in the breach or compromise of the technology used by us to protect transactions or other sensitive data. In addition, data and security breaches could also occur as a result of non-technical issues, including intentional or inadvertent breach by our employees or by persons with whom we have commercial relationships, that result in the unauthorized release of personal or confidential information. Any compromise or breach of our or our vendors’ computer network security could result in a violation of applicable privacy and other laws, costly investigations, litigation, including class actions, and notification, as well as potential regulatory or other actions by governmental agencies and harm to our brand, business, and results of operations. As a result of any of the foregoing, we could experience adverse publicity, loss of sales, the cost of remedial measures and significant expenditures to reimburse third parties for damages, which could adversely impact our results of operations. Any insurance we maintain against the risk of this type of loss may not be sufficient to cover actual losses or may not apply to the circumstances relating to any particular loss.

The animal health industry is highly competitive.

The animal health industry is highly competitive. The Company is not currently engaged in product development and does not depend on product development for any of its revenue, however, the Company believes that it may face competition if the Company decides to engage in product development in future years. In such a case, the Company’s competitors may include standalone animal health businesses, the animal health businesses of large pharmaceutical companies, specialty animal health businesses and companies that mainly produce generic products or offer generic services. We believe many of such competitors are conducting R&D activities in areas served by our products and or services. There are also several new start-up companies competing in the animal health industry. We may also face competition from manufacturers of drugs globally, as well as producers of nutritional health products and animal health service providers. These competitors may have access to greater financial, marketing, technical and other resources. As a result, they may be able to devote more resources to developing, manufacturing, marketing and selling their products, initiating or withstanding substantial price competition or more readily taking advantage of acquisitions or other opportunities.

We may be subject to litigation.

We may become party to litigation from time to time in the ordinary course of business, which could adversely affect our business. Should any litigation in which we become involved be determined against us, such a decision could adversely affect our ability to continue operating and the market price for our common stock and could potentially use significant resources. Even if we are involved in litigation and win, litigation can redirect significant resources of management and the Company.

Natural disasters and other events beyond our control could harm our business.

Natural disasters or other catastrophic events, such as earthquakes, flooding, wildfires, power shortages, pandemics such as COVID-19, terrorism, political unrest, telecommunications failure, vandalism, cyberattacks, geopolitical instability, war, drought, sea level rise and other events beyond our control may cause damage or disruption to our operations, the operations of our suppliers and service providers, international commerce and the global economy, and could seriously harm our revenue and financial condition and increase our costs and expenses. A natural disaster or other catastrophic event in any of our major markets could have a material adverse impact on our business, financial condition, results of operations, or cash flows. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur.

Risks Related to Government Regulation

Various government regulations could limit or delay our ability to develop and commercialize our services or otherwise negatively impact our business.

We are subject to a variety of federal, state and local laws and regulations that govern, among other things, our business practices in the U.S., such as anti-corruption and anti-competition laws. rules and regulations promulgated by the Occupational Safety and Health Administration (“OSHA”), state veterinary practice acts, state veterinary ownership regulations, and by various other federal, state and local authorities regarding the medical treatment of domestic animals. See “Our Business—Government Regulation.” In addition, we are subject to additional regulatory requirements, including environmental, health and safety laws and regulations administered by the U.S. Environmental Protection Agency, state, local and foreign environmental, health and safety legislative and regulatory authorities and the National Labor Relations Board, covering such areas as discharges and emissions to air and water, the use, management, disposal and remediation of, and human exposure to, hazardous materials and wastes, and public and worker health and safety. These laws and regulations also govern our relationships with employees, including minimum wage requirements, overtime, terms and conditions of employment, working conditions and citizenship requirements. Violations of or liability under any of these laws and regulations may result in administrative, civil or criminal fines, penalties or sanctions against us, revocation or modification of applicable permits, licenses or authorizations, environmental, health and safety investigations or remedial activities, warning or untitled letters or cease and desist orders against operations that are not in compliance, among other things. Such laws and regulations generally have become more stringent over time and may become more so in the future, and we may incur (directly, or indirectly through our outsourced proprietary brand manufacturing partners) material costs to comply with current or future laws and regulations. Liabilities under, and/or costs of compliance, and the impacts on us of any non-compliance, with any such laws and regulations could materially and adversely affect our business, financial condition, and results of operations. These legal and regulatory requirements differ among jurisdictions across the country and are rapidly changing and increasingly complex. The costs associated with compliance with these legal and regulatory requirements are significant and likely to increase in the future.

Any failure to comply with applicable legal and regulatory requirements could result in fines, penalties and sanctions and damage to our reputation. These developments and others related to government regulation could have a material adverse effect on our reputation, business, financial condition, and results of operations.

Additionally, some states require veterinary para-professional team members to be licensed before performing tasks and duties which are critical to the workflow of a veterinary clinic. These regulations require that we are selective in where we choose to purchase hospitals, or, allocate funds and resources to finding, training and paying for licensing for employees. As of the date of this filing, the company has no clinics located in states where these restrictions are in place.

Further risks to our business include certain states which prohibit non-veterinarians from owning or operating a veterinary clinic. These regulations are designed to limit corporate ownership in the veterinary space and, while there are feasible workarounds which our company and others have employed, these regulations represent additional cost and complexity. Currently, the company operates in Texas, a state in which only doctors of veterinary medicine may own veterinary hospitals. Pursuant to a management agreement between the Company and a veterinarian-owned state entity, this location is owned via a structure which complies with state regulations and allows the company to manage necessary aspects of daily operations and derive revenue. Similarly, although no such statute exists in Indiana, the company operates one location there and has chosen to employ a similar structure out of an abundance of caution due to uncertainty in the regulatory climate.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain Commission and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

Failure to comply with governmental regulations or the expansion of existing or the enactment of new laws or regulations applicable to our veterinary services could adversely affect our business and our financial condition or lead to fines, litigation, or our inability to offer veterinary products or services in certain states.

All of the states in which we operate impose various registration, permit, and/or licensing requirements relating to the provision of veterinary products and services. To fulfill these requirements, we believe that we have registered with appropriate governmental agencies and, where required, have appointed a licensed veterinarian to act on behalf of each facility. All veterinarians practicing in our veterinary service businesses are required to maintain valid state licenses to practice.

In addition, certain states have laws, rules, and regulations which require that veterinary medical practices be owned by licensed veterinarians and that corporations which are not owned by licensed veterinarians refrain from providing, or holding themselves out as providers of, veterinary medical care, or directly employing or otherwise exercising control over veterinarians providing such care. We may experience difficulty in expanding our operations into other states or jurisdictions with similar laws, rules, and regulations. Our provision of veterinary services through tele-veterinarian offerings is also subject to an evolving set of state laws, rules, and regulations. Although we believe that we have structured our operations to comply with our understanding of the veterinary medicine laws of each state or jurisdiction in which we operate, interpretive legal precedent and regulatory guidance varies by jurisdiction and is often sparse and not fully developed. A determination that we are in violation of applicable restrictions on the practice of veterinary medicine in any jurisdiction in which we operate could have a material adverse effect on us, particularly if we are unable to restructure our operations to comply with the requirements of that jurisdiction.

We strive to comply with all applicable laws, regulations and other legal obligations applicable to our veterinary services. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. We cannot guarantee that our practices have complied, comply, or will comply fully with all such laws, regulations, requirements, and obligations. Any failure, or perceived failure, by us to comply with our filed permits and licenses with any applicable federal-, state-, or international-related laws, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject, or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand, and business, and may result in claims, proceedings or actions against us by governmental entities or others or other liabilities. Any such claim, proceeding, or action could hurt our reputation, brand and business, force us to incur significant expenses in defending such proceedings, distract our management, increase our costs of doing business, result in a loss of customers and vendors, and may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any laws or regulations applicable to our veterinary services. In addition, various federal, state, and foreign legislative and regulatory bodies may expand existing laws or regulations, enact new laws or regulations, or issue revised rules or guidance applicable to our veterinary services. Any such changes may force us to incur substantial costs or require us to change our business practices. This could compromise our ability to pursue our growth strategy effectively and may adversely affect our ability to acquire customers or otherwise harm our business, financial condition, and results of operations.

The sale and delivery of prescription pet medications and controlled substances through our veterinary services businesses are governed by extensive regulation and oversight by federal and state governmental authorities. The laws and regulations governing our operations and interpretations of those laws and regulations are increasing in number and complexity, change frequently, and can be inconsistent or conflicting. In addition, the governmental authorities that regulate our business have broad latitude to make, interpret, and enforce the laws and regulations that govern our operations and continue to interpret and enforce those laws and regulations more strictly and more aggressively each year. In the future, we may be subject to routine administrative complaints incidental to the dispensing of prescription pet medications through our veterinary services businesses.

We are subject to environmental, health, and safety laws and regulations that could result in costs to us.

In connection with the ownership and operations of our pet care centers and distribution centers, we are subject to laws and regulations relating to the protection of the environment and health and safety matters, including those governing the management and disposal of wastes and the cleanup of contaminated sites. We could incur costs, including fines and other sanctions, cleanup costs, and third-party claims, as a result of violations of or liabilities under environmental laws and regulations. Although we are not aware of any of our sites at which we currently have material remedial obligations, the imposition of remedial obligations as a result of the discovery of contaminants in the future could result in additional costs.

Risks Related to this Offering and Ownership of our Common Shares

We are not currently traded on an exchange or market, and the number of shares being offered by us in our primary underwritten offering is significantly smaller than the number of shares being offered by our selling stockholders. If we are successful at being traded or listed, an active, liquid trading market for our common stock may not develop or be sustained. If and when an active market develops the price of our common stock may be volatile.

Presently, our common stock is not listed or traded on any stock exchange or marketplace. In addition, the number of shares being offered by us in our primary underwritten offering is significantly smaller than the number of shares being offered by our selling stockholders. In the absence of a trading market investors will have difficulty buying and selling or obtaining market quotations. Market visibility for shares of our common stock is limited. If a market ever develops for our shares, a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock. In addition, even if a market develops there can be no assurances that such market will continue or that any shares of common stock will be able to be sold without incurring a loss. Any such market price of the common stock may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for the common stock in the future. Further, the market price for the common stock may be volatile depending on a number of factors, including business performance, industry dynamics, news announcements or changes in general.

The primary underwritten offering of 1,600,000 shares of Class A common stock to be sold by the Company is less than the up to 5,585,458 shares of Class A common stock to be sold by the selling stockholders. Not all of the 5,585,458 shares being registered on behalf of the selling stockholders may, in fact, be sold by such stockholders, which could further depress liquidity of our shares of Class A common stock.

The lack of a market impairs your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of a market also reduces the fair market value of your shares. Lack of a market, or an inactive market may also impair our ability to raise capital to continue to fund operations by selling shares.

In addition, future sales of our common stock in the public market could cause our share price to fall. All of the common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act. All of our directors, officers and 5% beneficial owners have agreed, or will agree, with the underwriters that, until 180 days after the date of this prospectus, subject to certain exceptions, we and they will not, without the prior written consent of Spartan Capital Securities offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any of our shares of common stock, any options or warrants to purchase any of our shares of common stock or any securities convertible into or exchangeable for or that represent the right to receive shares of our common stock. The selling stockholders may sell shares of common stock short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Any such short sales may have a negative and material effect on the market price for our common stock.

Because the Company is offering to sell shares of Class A common stock at a public offering price of $4.00 and the Selling Stockholders are offering to sell shares of Class A common stock following the completion of the primary underwritten offering at the then-prevailing market price, purchasers of shares from the Selling Stockholders could pay more or less per share than investors in the firm commitment underwritten offering.

The per share public offering price of the shares of Class A common stock to be sold by the Company is $4.00 per share. The per share public price of the shares of Class A common stock to be sold by the Selling Stockholders following the completion of the primary underwritten offering at the then-prevailing market price. As a result, purchasers of shares from the Selling Stockholders could pay more or less per share than investors in the firm commitment underwritten offering.

We have previously disclosed certain financial projections which have subsequently been withdrawn and removed from our public filings and should not be relied upon in making a decision to invest in the Company and the Offering. If investors rely upon these withdrawn projections, they could suffer less returns or greater losses than anticipated and we face a risk of liability.

Investors should note that financial projections made in the free-writing prospectus under the heading “2023-24 Forecast” filed by us with the SEC on July 27, 2023 have been withdrawn and removed from the updated free-writing prospectus filed by us on August 4, 2023. These financial projections should not be relied upon by potential investors in making a decision to invest in the Company and the Offering. The financial projections included forecasts for acquisitions, revenue and business expansion. Some or all of these projections may not be realized in the future and if any investor were to rely on these withdrawn projections that were not realized, such investor could realize a significantly lower return or greater loss on its investment than such investor anticipated. In addition, if one or more investors allege that they relied upon the withdrawn financial projections to their detriment, we may face substantial costs in defending any related litigation, the costs of any potential liability assessed, and resulting harm to our reputation, financial condition, and results of operations.

We will have to be obtain research coverage by securities and industry analysts; if coverage is not maintained, the market price for our stock may be adversely affected. Our stock price also may decline if any analyst who covers us issues an adverse or erroneous opinion regarding us, our business model or our stock performance, or if our operating results fail to meet analysts’ expectations. If one or more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline and possibly adversely affect our ability to engage in future financings.

We do not intend to pay cash dividends for the foreseeable future.

We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. We intend to invest our future earnings, if any, to fund our growth and not to pay any cash dividends on our common shares. Since we do not intend to pay dividends, your ability to receive a return on your investment will depend on any future appreciation in the market price of our common shares. There is no assurance that our common shares will appreciate in price. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant.

Our shares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.

Our shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders. The amount of any debt financing we incur creates a substantial risk that in the event of our bankruptcy, liquidation or reorganization, we may have no assets remaining for distribution to our shareholders after payment of our debts.

Our board of directors may designate and issue shares of new classes of stock, including the issuance of up to 15,700,000 additional shares of Class B common stock, that could be superior to or adversely affect you as a holder of our Class A common stock. Although a majority of our board of directors are independent, our non-independent directors, officers, and their affiliates control approximately 86.0% of the voting power of our outstanding common stock.

Our board of directors has the power to designate and issue shares of classes of stock, including preferred stock that have voting powers, designations, preferences, limitations and special rights, including preferred distribution rights, conversion rights, redemption rights and liquidation rights without further shareholder approval which could adversely affect the rights of the holders of our common stock. In addition, our board could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing common stockholders. Although a majority of our board of directors are independent, our non-independent directors, officers, and their affiliates control approximately 86.3% of the voting power of our outstanding common stock. Our non-independent directors, officers and their affiliates may, through their control of over a majority of the voting power of our outstanding common stock, could force the Company to take corporate actions or engage in transactions that may be at odds with the interests of other investors in our Class A common stock.

Any of these actions could significantly adversely affect the investment made by holders of our common stock. Holders of common stock could potentially not receive dividends that they might otherwise have received. In addition, holders of our common stock could receive less proceeds in connection with any future sale of the Company, whether in liquidation or on any other basis.

Our articles of incorporation authorize the issuance of one hundred million (100,000,000) shares of Class A common stock, twenty million (20,000,000) shares of Class B common stock, and fifty million (50,000,000) shares of preferred stock. We currently have 995,457, 4,300,000 and 442,458 shares of Class A common stock, Class B common stock and Series A preferred stock, respectively, issued and outstanding. The Class B common stock is identical to the Class A common stock, except that each share of Class B common stock entitles the holder of such share 25 votes per share and is convertible into one share of Class A common stock. If our board of directors determined to issue the remaining 15,700,000 unissued Class B shares, such shares would represent an additional 392,500,000 votes and investors in the shares offered in this initial public offering would have voting power of less than 1%.

We anticipate Charles Stith Keiser, our Vice-Chairman and Chief Operating Officer, the holder of 2,150,000 shares of our Class B common stock and 22,728 shares of our Class A common stock, will control approximately 48.1% of the voting power and an economic interest in approximately 31.5% of our outstanding common stock of the Company immediately following the closing of the offering. If all of the existing convertible subordinated debentures convert to Class A common stock, all existing warrants are exercised and all newly-issued Series A preferred stock converts to Class A common stock, then Mr. Keiser will control approximately 47.0% of the voting power and an economic interest in approximately 19.4% of our outstanding common stock of the Company.

Our directors Messrs. Carr, Keiser, Lau and Marten, our director Dr. Keiser, and our affiliate Best Future Investment, LLC, which is wholly owned and controlled by our director Mr. Coleman, hold a combined 3,891,500 shares of our Class B common stock and 95,456 shares of our Class A common stock, will control approximately 87.0% of the voting power and an economic interest in approximately 58.2% of our outstanding common stock of the Company. If all of the existing convertible subordinated debentures convert to Class A common stock, all existing warrants are exercised and all newly-issued Series A preferred stock converts to Class A common stock, then our director and officers will control approximately 85.2% of the voting power and an economic interest in approximately 35.9% of our outstanding common following the closing of the offering. Collectively, our directors Messrs. Carr, Coleman, Keiser, Lau and Marten will continue to control a majority of the voting power of our Company until they collectively hold fewer than approximately 2,150,000 shares of the Class B common stock.

Following the completion of this offering, we anticipate Charles Stith Keiser, our Vice-Chairman and Chief Operating Officer, the holder of 2,150,000 shares of our Class B common stock and 22,728 shares of our Class A common stock, will control approximately 47.0% of the voting power and an economic interest in approximately 19.4% of our outstanding common stock of the Company immediately following the closing of the offering, assuming conversion of all outstanding convertible indebtedness of the Company into shares of Class A common stock and exercise of all outstanding warrants. Because we do not expect any single holder or entity to hold more than 50% of the outstanding voting power of the Company, we do not believe we will qualify as a “controlled company” under the Nasdaq listing rules. See “—We may be deemed a ‘controlled company’ within the meaning of the rules of Nasdaq and, as a result, may qualify for, but do not intend to rely on, exemptions from certain corporate governance requirements."

Each of Messrs. Carr, Coleman (and his holding company, Best Future Investment, LLC), Keiser, Lau and Marten will be subject to “lock-up” agreements with the underwriter, pursuant to which, for a period of six months from the date of this prospectus, to not offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company without the underwriter’s prior written consent.

However, any future issuance of Class A common stock or Class B common stock will result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

If we are successful at obtaining quotation of or a listing for our shares, the trading price of our Class A common stock is likely to be volatile, which could result in substantial losses to investors.

The trading price of our Class A common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located outside of the United States. In addition to market and industry factors, the price and trading volume for our Class A common stock may be highly volatile for factors specific to our own operations, including the following:

variations in our revenues, earnings and cash flow;

announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

announcements of new offerings, solutions and expansions by us or our competitors;

changes in financial estimates by securities analysts;

detrimental adverse publicity about us, our brand, our services or our industry;

additions or departures of key personnel;

sales of additional equity securities; and

potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our Class A common stock will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

The trading price of our shares of Class A common stock is likely to be volatile, which could result in substantial losses to investors.

Negotiations with the underwriters will determine the initial public offering price for our shares of Class A common stock, which may bear little or no relationship to their market price after the initial public offering. We cannot assure you that an active trading market for our shares of Class A common stock will develop or that the market price of such shares will not decline below the initial public offering price. The trading price of our shares of Class A common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for the shares of Class A common stock may be highly volatile for factors specific to our own operations, including the following:

The price of our Class A common stock may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors.

The trading price of our Class A common stock following this offering may be subject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility unrelated to both our actual and expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. Further, the trading price of our Class A common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume, actual or anticipated fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates or ratings by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors; announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, operating results or capital commitments; changes in operating performance and stock market valuations of other companies in our industry; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; changes in our Board or management; sales of large blocks of our Class A common stock, including sales by our executive officers, directors and significant stockholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the expiration of lock-up agreements; changes in our capital structure, such as future issuances of debt or equity securities; short sales, hedging and other derivative transactions involving our capital stock; general economic and geopolitical conditions, including the current or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasion of Ukraine; and the other factors described in this section of the prospectus captioned “Risk Factors.”

The sale or availability for sale of substantial amounts of our Class A common stock could adversely affect their market price.

Sales of substantial amounts of our Class A common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our Class A common stock and could materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing shareholders may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the securities. We expect to have 11,172,414 shares of common stock outstanding upon the consummation of the primary underwritten offering (consisting of 6,872,414 shares of Class A common stock and 4,300,000 shares of Class B common stock), with approximately 87.0% of the voting power of our shares being held by our directors Messrs. Carr, Coleman (through his ownership of his holding company Best Future Investment, LLC), Keiser, Lau and Marten and Dr. Keiser. The Class B common stock is identical to the Class A common stock, except that each share of Class B common stock entitles the holder of such share 25 votes per share and is convertible into one share of Class A common stock. Accordingly, the interests of our controlling stockholders may differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of other public companies. The 5,585,458 shares being offered in the resale transaction could depress the market price of the Company’s common stock. In addition, rapid market sales or sales in significant volumes of the 5,585,458 shares of common stock by the selling stockholders may significantly dilute the value of our common stock held by investors in our underwritten primary offering.

	●	variations in our revenues, earnings, cash flow;
	●	fluctuations in operating metrics;
	●	announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;
	●	announcements of new solutions and services and expansions by us or our competitors;
	●	termination or non-renewal of contracts or any other material adverse change in our relationship with our key customers or strategic investors;
	●	changes in financial estimates by securities analysts;
	●	detrimental negative publicity about us, our competitors or our industry;
	●	additions or departures of key personnel;
	●	release of lockup or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;
	●	regulatory developments affecting us or our industry; and
	●	potential litigation or regulatory investigations.

Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. Furthermore, the stock market in general experiences price and volume fluctuations that are often unrelated or disproportionate to the operating performance of companies like us. Volatility or a lack of positive performance in the price of our shares of Class A common stock may also adversely affect our ability to retain key employees.

We expect that the price of our Class A common shares will fluctuate substantially.

You should consider an investment in our Class A common shares risky and invest only if you can withstand a significant loss and wide fluctuations in the market value of your investment. The price of our Class A common shares that will prevail in the market after the sale of our Class A common shares by a selling shareholder may be higher or lower than the price you have paid. Numerous factors, including many over which we have no control, may have a significant impact on the market price of our common shares. These risks include those described or referred to in this “Risk Factors” section and elsewhere in this report as well as, among other things:

announcements of regulatory approval or disapproval of any of our existing or future veterinary services or of regulatory actions affecting us or our industry;

quarterly variations in our results of operations or those of our competitors;

changes in our earnings estimates or recommendations by securities analysts or adverse publicity about us or our veterinary services;

announcements by us or our competitors of new veterinary services or veterinary hospital services, significant contracts, commercial relationships, acquisitions or capital commitments;

announcements relating to future development or license agreements including termination of such agreements;

adverse developments with respect to our intellectual property rights or those of our principal collaborators;

commencement of litigation involving us or our competitors;

any major changes in our board of directors or management;

new legislation in the United States and abroad relating to our business;

market conditions in the animal health industry, in general, or in the pet therapeutics sector, in particular, including performance of our competitors; and

general economic conditions in the United States and abroad.

In addition, the stock market, in general, or the market for stocks in our industry, in particular, may experience broad market fluctuations, which may adversely affect the market price or liquidity of our common shares. Any sudden decline in the market price of our common shares could trigger securities class-action lawsuits against us. If any of our shareholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the time and attention of our management would be diverted from our business and operations. We also could be subject to damages claims if we are found to be at fault in connection with a decline in our stock price.

We are an “emerging growth company,” as defined in the JOBS Act, and we expect to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies. In particular, while we are an emerging growth company: we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; we will be exempt from any rules that could be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements; we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and we will not be required to hold nonbinding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

In addition, while we are an emerging growth company we can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period and, as a result, our operating results and financial statements may not be comparable to the operating results and financial statements of companies who have adopted the new or revised accounting standards.

We may remain an emerging growth company until as late as December 31, 2026, though we may cease to be an emerging growth company earlier under certain circumstances, including if (i) we have more than $1.235 billion in annual revenue in any fiscal year, (ii) the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.

Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including, among other things, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements.

Investors may find our common stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.

We may be deemed a “controlled company” within the meaning of the rules of Nasdaq and, as a result, may qualify for, but do not intend to rely on, exemptions from certain corporate governance requirements.

Following the completion of this offering, we anticipate Charles Stith Keiser, our Vice-Chairman and Chief Operating Officer, the holder of 2,150,000 shares of our Class B common stock and 22,728 shares of our Class A common stock, will control approximately 47.0% of the voting power of the Company immediately following the closing of the offering, assuming conversion of all outstanding convertible indebtedness of the Company into shares of Class A common stock and exercise of all outstanding warrants. However, if fewer than convertible debt holders and warrant holders choose to convert their debt or exercise their warrants, then Mr. Keiser may control greater than 50% of the voting power of our common stock, in which case the Company may be deemed a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under the rules of Nasdaq, a company of which more than 50% of the outstanding voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain stock exchange corporate governance requirements, including:

the requirement that a majority of the board of directors consists of independent directors;

the requirement that a listed company

have a nominating and governance committee that is composed entirely of

independent directors with a written charter addressing the committee's

purpose and responsibilities;

the requirement that a listed company

have a compensation committee that is composed entirely of independent

directors with a written charter addressing the committee's purpose and

responsibilities; and

the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.

Following the completion of this offering, we do not intend to rely on these exemptions and instead intend to comply with all of the corporate governance requirements imposed by state and federal law, the rules and regulations of the Securities and Exchange Commission and Nasdaq.

Our management will have broad discretion over the use of any net proceeds from this offering and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

Our management will have broad discretion as to the use of any net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of any proceeds from this offering and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for you.

Investors in this offering may experience future dilution as a result of this and future equity offerings.

In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock. Investors purchasing our shares or other securities in the future could have rights superior to existing common stockholders, and the price per share at which we sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering.

Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

Sales of a substantial number of shares of our common stock in the public markets could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common stock would have on the market price of our common stock.

Risks Related to Intellectual Property

We may be unable to adequately protect our intellectual property rights.

We regard our brand, customer lists, trademarks, trade dress, domain names, trade secrets, proprietary technology and similar intellectual property as critical to our success. We rely on trademark law, trade secret protection, agreements and other methods with our employees and others to protect our proprietary rights. The protection of our intellectual property rights may require the expenditure of significant financial, managerial and operational resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all of our intellectual property rights. Any of our intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Our trademark applications may never be granted. Furthermore, our confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information.

We might be required to spend resources to monitor and protect our intellectual property rights. For example, we may initiate claims or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary rights or to establish the validity of such rights. However, we may be unable to discover or determine the extent of any infringement, misappropriation or other violation of our intellectual property rights and other proprietary rights. Despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which may materially and adversely affect our business, financial condition, and results of operations.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this prospectus and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

All forward-looking statements speak only as of the date of this prospectus. We undertake no obligation to update any forward-looking statements or other information contained herein. Shareholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

These forward-looking statements represent our intentions, plans, expectations, assumptions `and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. All subsequent written and oral forward-looking statements concerning other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. In addition, investors should note that certain prior financial projections made in the free-writing prospectus filed by us with the SEC on July 27, 2023 have been withdrawn by us and should not be relied upon in making a decision to invest in the Company and the Offering.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

SELLING STOCKHOLDERS

The table below presents information regarding the Selling Stockholders and the Selling Stockholder Shares that they may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholders and reflects holdings as of the date of this prospectus.

The number of shares in the column “Total Number of Shares to be Offered for Selling Shareholder Account” represents all of the shares of Class A common stock that the Selling Stockholders may offer under this Prospectus. The Selling Stockholders may sell some, all, or none of their shares offered by this prospectus. We do not know how long the Selling Stockholders will hold the shares before selling them, and we currently have no agreements, arrangements, or understandings with the Selling Stockholders regarding the sale of any of the shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Commission under the Exchange Act and includes shares of Class A common stock with respect to which the Selling Stockholders have voting and investment power. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our knowledge and subject to applicable community property rules, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned. We had an aggregate of 995,457 shares of our Class A common stock and 4,300,000 shares of our Class B common stock outstanding as of the date of this prospectus. The percentage of shares of common stock beneficially owned by the Selling Stockholders in the table below is based on an aggregate of shares of Class A common stock expected to be outstanding upon consummation of the primary underwritten offering and assumes the conversion of all outstanding convertible indebtedness of the Company, the exercise of all outstanding warrants of the Company, and an aggregate of 4,300,000 shares of Class B common stock (each share of Class B common stock is convertible into one share of Class A common stock).

Name of Selling Stockholder	Shares Owned Prior to this Offering		Total Number of Shares to be Offered for Selling Shareholder Account		Total Shares to be Owned Upon Completion of the Offering
Dragon Dynamic Catalytic Bridge SAC Fund ⁽¹⁾		178,077		178,077		—	*
Target Capital 1 LLC ⁽²⁾		2,101,289		2,101,289		—	*
622 Capital LLC ⁽³⁾		397,821		397,821		—	*
Alchemy Advisory LLC ⁽⁴⁾		208,334		208,334		—	*
Greg Armstrong ^{(5) *}		87,500		87,500		—	*
Jeannie Bellsmith ^{(5) *}		25,000		25,000		—	*
Nickolas Biermaier ^{(5) *}		25,000		25,000		—	*
James Carraway ^{(5) *}		25,000		25,000		—	*
Allen Craig ^{(5) *}		25,000		25,000		—	*
Katherine Crumley ^{(5) *}		25,000		25,000		—	*
Adam Grecco ^{(5) *}		25,000		25,000		—	*
Katey Keeton ^{(5) *}		25,000		25,000		—	*
Nancy Keiser ^{(5) (6) *}		87,500		87,500		—	*
Charles Hurst Keiser, DVM^{(5) *}		25,000		25,000		—	*
Exchange Listing ^{(7) *}		25,000		25,000		—	*
Kelley Lay ⁽⁵⁾		25,000		25,000		—	*
Kenneth Lundquist ⁽⁵⁾		62,500		62,500		—	*
Melissa Lutz-Augustini ⁽⁵⁾		25,000		25,000		—	*
Jason Maag ⁽⁵⁾		25,000		25,000		—	*
Cassidy Matano ⁽⁵⁾		25,000		25,000		—	*
Sarah McFadden-Palmer ⁽⁵⁾		25,000		25,000		—	*
Melissa Tasky ⁽⁵⁾		25,000		25,000		—	*
Derek Tyson ⁽⁵⁾		25,000		25,000		—	*
Don Williamson ⁽⁵⁾		62,500		62,500		—	*
Joshua Levy ^{(8) **}		333,250		333,250		—	*
Joshua Marten ^{(8) (9) **}		75,250		75,250		—	*
Neda Panuska ^{(10) **}		11,460		11,460		—	*
Colin Raitiere ^{(10) **}		19,146		19,146		—	*
Steve and Carrie Darnaby ^{(10) **}		9,536		9,536		—	*
Steve Haymore ^{(10) **}		9,516		9,516		—	*
Kate Crumley ^{(10) **}		37,974		37,974		—	*
ON1394621 Ltd. ^{(10) (11) **}		95,689		95,689		—	*
James and Chelsea Murray ^{(10) **}		19,146		19,146		—	*
Jeremy and Shannon Tarter ^{(10) **}		5,742		5,742		—	*
Shantila Rexroat ^{(10) **}		3,824		3,824		—	*
1394622 Ontario Ltd. ^{(10) (12) **}		30,599		30,599		—	*
Larry Alexander ^{(10) **}		7,658		7,658		—	*
Zander Carraway ^{(10) **}		3,829		3,829		—	*
Steven Todd Naiser Revocable Trust ^{(10) (13) **}		19,130		19,130		—	*
Richard W. and Debra J. Goodwin ^{(10) **}		19,138		19,138		—	*
Tony Luchetti ^{(10) **}		3,825		3,825		—	*
Marie Leslie ^{(10) **}		19,143		19,143		—	*
Teva Stone ^{(10) **}		15,280		15,280		—	*
Darren Taul ^{(10) **}		24,844		24,844		—	*
Mark Johnson ^{(10) **}		7,650		7,650		—	*
Mary Jones and Stephen Jones ^{(10) **}		19,141		19,141		—	*
Deb Sebastian ^{(10) **}		3,828		3,828		—	*
Richard Tao ^{(10) **}		5,737		5,737		—	*
JGoelzRoth RD LLC ^{(10) (14) **}		9,195		9,195		—	*
Ryan Lakovitch ^{(10) **}		3,822		3,822		—	*
Elizabeth Thomas Lakovitch ^{(10) **}		5,733		5,733		—	*
Melissa Tasky ^{(10) **}		14,859		14,859		—	*
Nancy K. Christianson ^{(10) **}		19,111		19,111		—	*
Kelli S. and Rodney J. Kerwin ^{(10) (15) **}		95,361		95,361		—	*
Anita Dennison ^{(10) **}		3,801		3,801		—	*
Kristopher R. Knight ^{(10) **}		5,622		5,622		—	*
Michael Long ^{(10) **}		3,729		3,729		—	*
Timothy M. Watters ^{(10) **}		46,612		46,612		—	*
Christopher Watters ^{(10) **}		9,314		9,314		—	*
Joseph Gerstner ^{(10) **}		5,578		5,578		—	*
Jeremy W. Tarter ^{(10) **}		12,998		12,998		—	*
Caleb Johnson ^{(10) **}		4,084		4,084		—	*
Judith Keiser ^{(10) (16) **}		1,842		1,842		—	*
Donald and Mary Covell ^{(10) **}		9,210		9,210		—	*
Chloe Gill ^{(10) **}		18,382		18,382		—	*
Farmstrong, LLC ^{(10) (17) **}		9,170		9,170		—	*
Russel Armstrong ^{(10) **}		37,180		37,180		—	*
Gary and Melinda Striyle ^{(10) **}		18,489		18,489		—	*
Laura Arington ^{(10) **}		5,546		5,546		—	*
Lisa Norkunas ^{(10) **}		9,226		9,226		—	*
John Lacy ^{(10) **}		11,064		11,064		—	*
Virgil Engel ^{(10) **}		36,857		36,857		—	*
Lukas Beirmeier ^{(10) **}		3,683		3,683		—	*
Derek Tyson ^{(10) **}		1,340		1,340		—	*
Adam Grecco ^{(10) **}		1,531		1,531		—	*
Derosen LLC ^{(10) (18) **}		54,553		54,553		—	*
Diana Patricia Broach, DVM and John Broach ^{(10) **}		36,259		36,259		—	*
Luchetti Family Living Trust UTD ^{(10) (19) **}		7,222		7,222		—	*
Winter Park Veterinary Services, Inc. ^{(10) (10) **}		35,914		35,914		—	*
Steven W Schuster and Monica Kaiser ^{(10) **}		14,350		14,350		—	*
Kelli S. Kerwin ^{(10) (15) **}		35,837		35,837		—	*
Cynthia Valerio ^{(13) **}		17,913		17,913		—	*
James W. Dietz, Jr. ^{(13) **}		17,878		17,878		—	*
Farmstrong, LLC ^{(13) (17) **}		32,052		32,052		—	*
Richard Panuska ^{(10) **}		12,461		12,461		—	*
Aaron W. Rowland ^{(10) **}		47,952		47,952		—	*
Taylor Plumbing ^{(10) (21) **}		17,757		17,757		—	*
Fritz Enterprises, Inc. ^{(10) (22) **}		17,757		17,757		—	*
Anita Dennison ^{(10) **}		3,549		3,549		—	*
Lawrence Allan Claiborne ^{(10) **}		35,448		35,448		—	*
Kelli S. Kerwin ^{(10) (15) **}		3,896		3,896		—	*
Allen W. Craig ^{(10) **}		3,887		3,887		—	*
All Breed Pet Care LLC ^{(10) (23) **}		26,578		26,578		—	*
Lawrence P. Alexander, Jr. ^{(10) **}		17,664		17,664		—	*
Virgil Engel ^{(10) **}		8,795		8,795		—	*
Nickolas G. Biermaier ^{(10) **}		3,509		3,509		—	*
Bradley Luckenbill, DVM ^{(10) **}		69,998		69,998		—	*
Williamsburg Animal Clinic, LLC ^{(10) (24**}		34,785		34,785		—	*
The Old 41 Animal Hospital LLC ^{(10) (25) **}		17,374		17,374		—	*
Melissa A Tasky ^{(10) **}		102,877		102,877		—	*
Jason G. Hammond and Julie A. Hammond ^{(10) **}		34,298		34,298		—	*
Phillip Sean Slusher ^{(10) **}		34,270		34,270		—	*
Richard W. and Debra J Goodwin ^{(10) **}		17,143		17,143		—	*
James D. Glasner ^{(10) **}		34,287		34,287		—	*
Total:		5,585,458		5,585,458

⁽¹⁾

Dragon Dynamic Catalytic Bridge SAC Fund is controlled by its Director Gary Carr and its principal address is: 5 Chapel Lan, Paget, Bermuda PG 02. Indicated aggregate shares consist of 56,055 shares of Class A common stock issuable pursuant to a warrant and 122,022 shares issuable upon conversion of shares of Series A Preferred Stock, based upon an initial offering price of $4.00 per share of Class A common stock, and assuming $4.00 applicable market price for conversion of the Series A Preferred Stock

⁽²⁾

Target Capital 1 LLC is controlled by its Manager Dmitriy Shapiro and its principal address is: 13600 Carr 968, Apt. 64, Rio Grande 745, Puerto Rico 00745. Indicated aggregate shares consist of 661,445 shares of Class A common stock issuable pursuant to warrants and 1,439,844 shares issuable upon conversion of shares of Series A Preferred Stock, based upon an initial offering price of $4.00 per share of Class A common stock, and assuming $4.00 applicable market price for conversion of the Series A Preferred Stock.

	⁽³⁾	622 Capital LLC is controlled by its manager Gary Clyburn Jr. and its principal address is: 1334 Northampton Street, Easton, Pennsylvania 18042. Indicated aggregate shares consist of 41,667 shares of Class A common stock issued to 622 Capital LLC as compensation for certain consulting services, 112,110 shares of Class A common stock issuable pursuant to a warrant and 244,044 shares issuable upon conversion of shares of Series A Preferred Stock, based upon an initial offering price of $4.00 per share of Class A common stock, and assuming $4.00 applicable market price for conversion of the Series A Preferred Stock.
	⁽⁴⁾	Alchemy Advisory LLC is controlled by Dmitriy Shapiro and its principal address is: 13600 Carr 968, Apt 64, Rio Grande, Puerto Rico 00745. Dmitriy Shapiro also controls Target Capital 1 LLC. Indicated aggregate shares reflect shares of Class A common stock issued to Alchemy Advisory LLC as compensation for certain consulting services.
	⁽⁵⁾	Represents shares of Class A common stock issued from December 30, 2020 through 2022, constituting an aggregate of 650,000 shares of the Company’s Class A common stock, issued at a purchase price between $0.44 and $0.80 per share and aggregate consideration of $376,000.00.
	⁽⁶⁾	Nancy Keiser is sister of the Company’s Director and Chief Operating Officer, Charles Stith Keiser, and daughter of the Company’s Director, Charles Hurst Keiser, DMV.
	⁽⁷⁾	Exchange Listing, LLC is controlled by Peter Goldstein and its principal address is: 515 E. Las olas Boulevard, Suite 120, Fort Lauderdale, Florida 33301. Indicated aggregate shares consist of 25,000 shares of Class A common stock and a warrant to purchase up to 12,000 additional shares of Class A common stock, in each case issued to Exchange Listing as consideration for certain advisory services pursuant to a Capital Market Advisory Agreement, dated as of December 28, 2021. Refer to Exhibit 10.21.
	⁽⁸⁾	Represents shares of Class A common stock issuable upon conversion of shares of Class B common stock held by non-affiliates.
	⁽⁹⁾	Joshua Marten is the son of our Director Richard Marten.
	⁽¹⁰⁾	Shares indicated reflect shares of Class A common stock issuable to the named Selling Stockholder upon conversion of outstanding subordinated convertible promissory notes at a conversion rate equal to $4.00 (which is the price per share of Class A common stock in the primary underwritten offering) multiplied by 75% (which reflects a twenty-five percent discount to the offering price). See Exhibit 10.6 for the form of outstanding subordinated convertible promissory notes. As of the date of this prospectus, the Company has $4,774,318 in convertible indebtedness outstanding.
	⁽¹¹⁾	Ontario LTD 1394621’s designated authorized signatory with voting and investment power is Richard Renfrew Hobart.
	⁽¹²⁾	1394622 Ontario Ltd.’s designated authorized signatory with voting and investment power is Guylaine Charette.
	⁽¹³⁾	Steven Todd Naiser Revocable Trust’s designated authorized signatory with voting and investment power is Steven Todd Naiser.
	⁽¹⁴⁾	JGOELZROTH RD LLC’s designated authorized signatory with voting and investment power is Joe Goelz.
	⁽¹⁵⁾	Kelli S. Kerwin is a Director of the Company as of the date of this prospectus. Ms. Kerwin intends to resign from the Board of Directors upon consummation of the primary underwritten offering. Mr. Rodney J. Kerwin is Ms. Kerwin’s spouse.
	⁽¹⁶⁾	Judith Keiser is the spouse of the Company’s Director Charles Hurst Keiser, DVM.
	⁽¹⁷⁾	Farmstrong’s designated authorized signatory with voting and investment power is Jacob Armstrong.
	⁽¹⁸⁾	Derosen LLC’s designated authorized signatory with voting and investment power is Michelle Rosen.
	⁽¹⁹⁾	The Luchetti Family Living Trust UTD January 27, 2017’s designated authorized signatory with voting and investment power is Anthony Luchetti.
	⁽²⁰⁾	Winter Park Veterinary Services, Inc.’s designated authorized signatory with voting and investment power is Timothy Brooks, DVM.
	⁽²¹⁾	Taylor Plumbing’s designated authorized signatory with voting and investment power is Mark Taylor.
	⁽²²⁾	Fritz Enterprises, Inc.'s designated authorized signatory with voting and investment power is Heidi Fritz, DVM.
	⁽²³⁾	All Breed Pet Care LLC’s designated authorized signatory with voting and investment power is Tejal Rege, DVM.
	⁽²⁴⁾	Williamsburg Animal Clinic, LLC's designated authorized signatories with voting and investment power are Dwight Baghdoyan and Susan Zuroff.
	⁽²⁵⁾	The Old 41 Animal Hospital LLC's designated authorized signatory with voting and investment power is Scott A. Gregory, DVM.

	^*	Less than 1.0%.
	^**	Principal business address is: c/o Inspire Veterinary Partners, Inc., 780 Lynnhaven Parkway, Suite 400, Virginia Beach, Virginia 23452.

Except as indicated above, none of the Selling Stockholders have had any position, office, or other material relationship with the Company or any of its predecessors or affiliates within the past three years,

Plan of Distribution

We are registering the Selling Stockholder Shares to permit the resale of the Selling Stockholder Shares by the selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale of the Selling Stockholder Shares. We will bear all fees and expenses incident to the registration of the Selling Stockholder Shares in the registration statement of which this prospectus forms a part. The Selling Stockholder Shares will not be sold through Spartan Capital Securities in this initial public offering.

The Selling Stockholders may sell all or a portion of the Selling Stockholder Shares beneficially owned by them and offered hereby from time to time directly or through one or more broker-dealers or agents or in the over-the-counter market at market prices prevailing at the time of sale. If the Selling Stockholder Shares are sold through broker-dealers, the Selling Stockholders will be responsible for any commissions or agent's commissions. The Selling Stockholder Shares may be sold in one or more transactions at prevailing market prices at the time of the sale. However, the Selling Stockholders will not sell any Selling Stockholder Shares until after the closing of the underwritten primary offering. The offering by the Selling Stockholders will remain open for 180 days following the date of this prospectus. These sales may be effected in transactions, which may involve crosses or block transactions:

on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

in the over-the-counter market;

in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

short sales;

in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The selling stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus. However, the Selling Stockholders will not sell any Selling Stockholder Shares until after the closing of the primary underwritten initial public offering.

Under applicable rules and regulations under the Securities Exchange Act, as amended (the “Exchange Act”), any person engaged in the distribution of the shares of Class A common stock may not simultaneously engage in market making activities with respect to the shares of Class A common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of Class A common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act, as amended).

If the selling stockholders effect such transactions by Selling Stockholder Shares to or through broker-dealers or agents, such broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the Selling Stockholder Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Selling Stockholder Shares or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Selling Stockholder Shares in the course of hedging in positions they assume. The selling stockholders may also sell Selling Stockholder Shares short and deliver Selling Stockholder Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge Selling Stockholder Shares to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the warrants or Selling Stockholder Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Selling Stockholder Shares from time to time pursuant to an amendment to this prospectus under applicable provision of the Securities Act, amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders and any broker-dealer participating in the distribution of the Selling Stockholder Shares may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Selling Stockholder Shares is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of Selling Stockholder Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the Selling Stockholder Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Selling Stockholder Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the Selling Stockholder Shares registered pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Selling Stockholder Shares by the Selling Stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the Selling Stockholder Shares to engage in market-making activities with respect to the Selling Stockholder Shares. All of the foregoing may affect the marketability of the Selling Stockholder Shares and the ability of any person or entity to engage in market-making activities with respect to the Selling Stockholder Shares.

Once sold under the registration statement, of which this prospectus forms a part, the Selling Stockholder Shares will be freely tradeable in the hands of persons other than our affiliates.

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $5,363,000 after deducting estimated underwriting discounts and estimated offering expenses payable by us. If the underwriter exercises its over-allotment option in full, we estimate that the net proceeds will be approximately $6,246,200.

We will receive no proceeds from the sale of shares of Class A common stock by the Selling Stockholders in this offering.

We intend to use the net proceeds of this offering as follows:

	Amount		Percent
USE OF NET PROCEEDS¹
Veterinary hospital acquisitions and hiring additional personnel²	$	2,745,856		51.2	%
Real estate and facility acquisitions and capital improvements³	$	1,474,825		27.5	%
General corporate purposes⁴	$	1,142,319		21.3	%
TOTAL APPLICATION OF NET PROCEEDS	$	5,363,000		100.00	%

¹	Reflects estimated offering expenses, underwriting discounts, and commissions payable by us of $1,037,000 and assumes no exercise of the underwriters’ option to purchase additional shares of our common stock.

The Company plans for an acquisition rate of ten new locations each year. Current acquisitions under consideration include Valley Veterinary Service (Pennsylvania), Salem Veterinary Emergency Clinic (Oregon), and Salem Oregon Animal Rehabilitation (Oregon). At this time, no binding agreements to acquire these or any other specific businesses have been executed. The Company has begun preliminary due diligence activities with regard to these potential acquisitions and can provide no assurance that any or all of such acquisitions will in fact occur. Additional personnel are expected to include a full-time Manager of Human Resources, Senior Operations Manager and an office manager. All personnel will be located in remote home offices. additional personnel within hospitals will include practice managers, doctors of veterinary medicine and medical directors at select hospitals.

Two current locations at which real estate has been purchased will require remodel and expansion for the addition of examination rooms and additional treatment space as medical teams are expanded in order to serve new clientele. Additionally, one leasehold location is planned for relocation to a larger lease held space which will require full build out and go from a single doctor hospital to a three-doctor facility.

⁴	The company will require funds for related to tradeshow, industry conferences and marketing activities related to mergers and acquisitions, recruiting workflows and working capital.

The actual allocation of proceeds realized from this offering will depend upon our operating revenues and cash position and our working capital requirements and may change.

Therefore, as of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. Accordingly, we will have discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the proceeds of this offering.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities. We anticipate that the proceeds from this offering will enable us to become cash flow from operations positive.

DILUTION

If you purchase shares of Class A common stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share and the net tangible book value per share of our Class A common stock after this offering. Our net tangible book value (deficit) as of June 30, 2023 was $(17,884,849) or $(17.97) per share of Class A common stock (based upon 995,457 outstanding shares of Class A common stock as of the date of this prospectus). “Net tangible book value (deficit)” is total assets minus the sum of liabilities and intangible assets. “Net tangible book value (deficit) per share” is net tangible book value (deficit) divided by the total number of shares of common stock outstanding.

After giving pro forma effect to (i) the sale by us in this offering of 1,600,000 shares (attributing no value to the common stock warrants or proceeds from the sale of common stock warrants being offered) at a public offering price of $4.00, and after deducting the estimated offering costs payable by us; and (ii) 879,610 shares of Class A common stock that are potentially issuable upon the exercise of warrants outstanding as of the date of this prospectus; (iii) 1,591,437 shares of Class A common stock that are potentially issuable upon the conversion of existing subordinated convertible debentures of the Company outstanding as of the date of this prospectus, and (iv) 1,805,910 shares of Class A common stock that are potentially issuable upon the conversion of shares of Series A preferred Stock, our pro forma net tangible book value as of June 30, 2023 would have been $(3,974,534), or $(0.58) per share of common stock (based upon 6,872,414 outstanding shares of Class A common stock following this offering). This amount represents an immediate increase in net tangible book value of $17.39 per share to existing stockholders and an immediate dilution of $4.58 per share to purchasers in this offering.

The following table illustrates the dilution:

Public offering price per common share	$	4.00
Net tangible book deficit per share as of June 30, 2023	$	(17.97	)
Increase in net tangible book value per common share attributable to this offering	$	17.39

Pro forma as adjusted, net tangible book value per common share after this offering	$	(0.58	)
Dilution per share to new investors	$	4.58

If the underwriters exercise their over-allotment option in full, our pro forma as adjusted net tangible book value would be $(3,091,334), or $(0.43) per share, representing an increase in the pro forma net tangible book value to existing stockholders of approximately would be $0.15 per share and immediate dilution of approximately $4.43 per share to new investors purchasing shares of our Class A common stock in this offering.

The initial number of shares of our Class A common stock to be outstanding after this offering is based on 995,457 shares of our Class A common stock outstanding as of the date of this prospectus. Assuming no conversion of existing convertible indebtedness, exercise of outstanding warrants and no conversion of the shares of Series A preferred stock (none of which conversions or exercise are mandatory in connection with the offering), then the Company expects there will be 2,595,457 shares of Class A common stock outstanding upon the consummation of the offering.

Shares of Class A common stock outstanding before this offering (1)			995,457
Underwritten shares to be issued in this offering			1,600,000
Subtotal:			2,595,457
Underwriter’s full exercise of the over-allotment option			240,000
Subtotal (assuming full exercise of the over-allotment option and no conversion or exchange of existing indebtedness or exercise of outstanding warrants):			2,835,457
Shares of Class A common stock that are potentially issuable upon exercise of warrants outstanding as of the date of this prospectus (2)			879,610
Shares of Class A common stock that are potentially issuable upon conversion of outstanding convertible indebtedness of the Company (3)			1,591,437
Shares of Class A common stock that are potentially issuable upon conversion of the newly-issued Series A Preferred Stock(4)			1,805,910
Total shares of Class A common stock (no exercise of over-allotment option) on a fully diluted basis: (5)			6,872,414
Total shares of Class A common stock (full exercise of over-allotment option) on a fully diluted basis: (5)			7,112,414

⁽¹⁾

Includes 45,456 shares of Class A common stock held by Messrs. Carr and Keiser which are not being registered in this offering.

⁽²⁾	Includes a warrant for 50,000 shares of Class A common stock issued to Mr. Carr in connection with his personal guaranty of certain loans to the Company; the shares of Class A common stock issuable upon exercise of the warrant are not being registered in this offering.
⁽³⁾	Consists of 1,591,437 shares of Class A common stock issuable upon conversion of outstanding convertible subordinated debentures of the Company, including the Company’s most recent issuance of convertible promissory notes in February and March of 2023.
⁽⁴⁾	Represents 442,458 shares of the newly issued Series A Preferred Stock convertible into 1,805,910 Class A common stock assuming an applicable market price of $4.00 per share.

⁽⁵⁾	Excludes 4,300,000 shares of Class B common stock issued and outstanding as of the time of this prospectus. Each share of Class B common stock is entitled to 25 votes per share and is convertible into one share of Class A common stock.

MARKET FOR OUR COMMON STOCK

Our Class A common stock has been approved for listing on the Nasdaq under the symbol “IVP”.

Holders

As of June 30, 2023, there were approximately 21 stockholders of record for our Class A common stock and 8 stockholders of record for our Class B common stock.

Dividend Policy

We do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock. We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our cash and capitalization as of June 30, 2023:

on an actual basis;

on a pro forma as adjusted basis to give effect to (i) the issuance and sale of 1,600,000 shares of Class A common stock in this offering at the initial public offering price of $4.00 per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; (ii) 713,688 shares of Class A common stock that are potentially issuable upon the exercise of warrants outstanding as of the date of this prospectus; (iii) 1,273,152 shares of Class A common stock that are potentially issuable upon the conversion of existing convertible indebtedness of the Company outstanding as of the date of this prospectus; (iv) 1,504,925 shares of Class A common stock that are potentially issuable upon conversion of 442,458 shares of Series A Preferred Stock assuming an applicable market price of $4.00 per share; and (v) 25,000 common shares issued to Exchange Listing in August 2023.

The pro forma and pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at the pricing of this offering. You should read the information in this table together with our consolidated financial statements and the related notes appearing at the end of this prospectus and the sections titled “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

				Pro Forma
	Actual			As Adjusted
	(unaudited)			(unaudited)
Cash	$	863,178		$	6,226,178

Debt:
Notes payable, net of discount		14,905,962			14,905,962
Loan payable		1,024,573			1,024,573
Bridge note		4,204,545
Convertible debentures		4,342,770			-
Total Debt		24,477,850			15,930,535

Stockholders’ equity (deficit):
Common stock – Class A, $0.0001 par value, 100 million shares authorized, 970,457 and 6,872,414 shares issued and outstanding as of June 30, 2023 and on a pro forma as adjusted		98			687
Common stock – Class B, $0.0001 par value, 20 million shares authorized, 4,300,000 shares issued and outstanding as of June 30, 2023 and on a pro forma as adjusted		430			430
Preferred stock, $0.0001 par value, 50,000 shares authorized, 442,458 and 0 shares contingently issued and outstanding as of June 30, 2023 and on a pro forma as adjusted		-			-
Additional paid-in Capital		1,110,140			15,019,866
Accumulated deficit		(9,010,191	)		(9,010,191	)
Total shareholders’ equity		(7,899,523	)		6,010,792
Total capitalization	$	16,578,327		$	21,941,327

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

A discussion regarding our financial condition and results of operations for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 and for the year ended December 31, 2022 compared to the year ended December 31, 2021, is presented below.

Overview

Inspire Veterinary is a corporation incorporated in the state of Delaware in 2020. On June 29, 2022, the Company converted into a Nevada corporation. The Company owns and operates veterinary hospitals throughout the United States. The Company specializes in small animal general practice hospitals which serve all manner of companion pets, emphasizing canine and feline breeds. As the Company expands, additional modalities are expected to become a part of the offerings at its hospitals. With the acquisition of The Pony Express Veterinary Hospital, Inc. including equine care and emergency and specialty services and intends to continue to expand such services.

With thirteen clinics located in nine states as of the date of this prospectus, Inspire Veterinary purchases existing hospitals which have the financial track record, marketplace advantages and future growth potential which make them worthy acquisition targets. Because the Company leverages a leadership and support structure which is distributed throughout the United States, acquisitions are not centralized to one geographic area. The Company operates it business as one operating and one reportable segment.

The Company is the managing member of IVP Practice Holdings Co., LLC (“Holdco”), a Delaware limited liability company, which is the managing member of IVP CO Holding, LLC (“CO Holdco”), a Delaware limited liability company, IVP FL Holding Co., LLC (“FL Holdco”), a Delaware limited liability company, IVP Texas Holding Company, LLC (“TX Holdco”), a Delaware limited liability company, KVC Holding Company, LLC (“KVC Holdco”), a Hawaii limited liability company, and IVP CA Holding Co., LLC (“CA Holdco”), a Delaware limited liability company, IVP MD Holding Company, LLC (“MD Holdco”), a Delaware limited liability company, IVP OH Holding (“OH Holdco”), Co, LLC, a Delaware limited liability company, IVP IN Holding Co., LLC (“IN Holdco”), a Delaware limited liability company, and IVP MA Managing Co., LLC, a Delaware limited liability company (“MA Holdco”). The Company through Holdco, operates and controls all business and affairs of CO Holdco, FL Holdco, TX Holdco, KVC Holdco, CA Holdco, MD Holdco. Holdco, OH Holdco, IN Holdco and MA Holdco is used to acquire hospitals in various states and jurisdictions.

The Company is the managing member of IVP Real Estate Holding Co., LLC (“IVP RE”), a Delaware limited liability company, which is the managing member of IVP CO Properties, LLC (“CO RE”), a Delaware limited liability company, IVP FL Properties, LLC (“FL RE”), a Delaware limited liability company, IVP TX Properties, LLC (“TX RE”), a Delaware limited liability company, KVC Properties, LLC, (“KVC RE”), a Hawaii limited liability company, IVP CA Properties, LLC (“CA RE”), a Delaware limited liability company, IVP MD Properties, LLC (“MD RE”), a Delaware limited liability company, IVP OH Properties, LLC (“OH RE”), and IVP IN Properties, LLC (“IN RE”). The Company through IVP RE operates and controls all business and affairs of CO RE, FL RE, TX RE, KVC RE, CA RE, MD RE, OH RE and IN RE. IVP RE is used to acquire real property in various states and jurisdictions.

COVID-19

Impacts resulting from the COVID-19 pandemic have resulted in a widespread health crisis that has already adversely affected the economies and financial markets of many countries around the world. The international response to the spread of COVID-19 has led to significant restrictions on travel; temporary business closures; quarantines; global stock market and financial market volatility; a general reduction in consumer activity; operating, supply chain and project development delays and disruptions; and declining trade and market sentiment; all of which have and could further affect the world economy.

The extent to which the novel coronavirus may impact the Company’s business, will depend on future developments which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, travel restrictions and social distancing in the United States, business closures or business disruptions and the effectiveness of actions taken by governments around the globe to contain and treat the disease. We are unable to predict with certainty the effects of the COVID-19 pandemic on our customers, suppliers and vendors and its impact on the Company’s business.

Our Business Model

Services provided at owned hospitals include preventive care for companion animals consisting of annual health exams which include: parasite control; dental health; nutrition and body condition counseling; neurological examinations; radiology; bloodwork; skin and coat health and many breed specific preventive care services. Surgical offerings include all soft tissue procedures such as spays and neuters, mass removals, splenectomies and can also include gastropexies, orthopedic procedures and other types of surgical offerings based on a doctor’s training. In many locations additional means of care and alternative procedures are also offered such as acupuncture, chiropractic and various other health and wellness offerings.

With acquisitions serving as one key driver of growth, the Company has developed metrics and processes for assessing, valuing, acquiring and integrating new hospitals into its network. With a focus in its first three years on general practice, small companion animal hospitals, the Company selects hospitals in markets with large addressable pet populations, but not necessarily in city/urban centers. The Company recently entered the equine care, or the care of horses, sector with the addition of The Pony Express Veterinary Hospital into the Company’s small-animal-only mix of locations.

Growth strategies and expansion plans call for the Company to enter emergency care and mixed animal (such as bovine and additional equine care) in future years of growth. Staffing, ownership transition plans, demographics, quality of medicine, financial performance and quality of exiting leadership are some of the many factors that are analyzed before a pending acquisition is offered a letter of intent. Leveraging the consulting relationship, the Company uses a field support structure that is nationally distributed and therefore the targets for acquisition can be in most states within the United States, avoiding those states (such as New York) which have particularly complex veterinary practice guidelines.

Risks to the ability to swiftly acquire and integrate new hospitals include: (i) national staffing shortages of veterinarians and technicians which pre-existed the current market conditions which make finding credentialed talent even more difficult; (ii) costs and time associated with finding suitable targets and performing due diligence; and (iii) difficulties in achieving growth targets post purchase which ensure hospitals grow revenue and earnings in the years post purchase.

Post purchase pressures include rising talent acquisition and staffing costs in addition to challenges in achieving productivity and average patient charges necessary to achieve growth and profitability.

Results of Operations

Acquisition and Growth Strategy

With an emphasis on general practice hospitals in its first seven to eight quarters, the Company expanded into purchase of mixed animal hospitals in late 2022, adding equine care to its mix. Further, in the second half of 2023, the Company intends to strategically acquire existing specialty hospitals and/or expand existing locations to include emergency care and more complex surgeries, holistic care and comprehensive diagnostics which allow it to offer more complex surgeries and internal medicine work ups.

During its third calendar year, the Company has plans to seek multi-unit practices with regional presence to facilitate growth for the Company and also to move more swiftly into being a prime provider in select markets. While purchases of individual clinics will remain a focus for the Company, these opportunities to acquire hospitals in clusters of 2 to 6 will significantly increase our pace of growth and provide numerous internal benefits such as internal case referrals and career pathing for clinicians and leadership.

We account for acquisitions under the acquisition method and are required to measure identifiable assets acquired and liabilities assumed of the acquiree at the fair values on the closing date. The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. Below is a summary of the acquisitions that closed from the inception of the Company through June 30, 2023, and the related transaction price.

Name	Closing Date	Transaction Value¹
Kauai Veterinary Clinic³	January 2021	$	1,505,000
Chiefland Animal Hospital²	August 2021	$	564,500
Pets & Friends Animal Hospital²	October 2021	$	630,000
Advanced Veterinary Care of Pasco³	January 2022	$	1,014,000
Lytle Veterinary Clinic²	March 2022	$	1,442,469
Southern Kern Veterinary Clinic²	March 2022	$	2,000,000
Bartow Animal Clinic^3,4	May 2022	$	1,405,000
Dietz Family Pet Hospital²	June 2022	$	500,000
Aberdeen Veterinary Clinic³	July 2022	$	574,683
All Breed Pet Care Veterinary Clinic²	August 2022	$	2,152,000
Pony Express Veterinary Hospital, Inc.	October 2022	$	3, 108,652
Williamsburg Animal Clinic	December 2022	$	850,000
The Old 41 Animal Hospital	December 2022	$	1,465,000

The transaction value is the amount of cash consideration paid for the acquisition of the veterinary practice (and as denoted the real estate operations) that was accounted for as a single business combination, in accordance with ASC Topic 805.

Acquisition includes both the veterinary practice and related assets and the real estate operations in the transaction value.

Acquisition was for the veterinary practice and related assets only.

Acquisition includes the purchase of personal goodwill of $105,000 that was included in the purchase price of the veterinary practice and related assets. The total transaction value is made up of $955,000 for the veterinary practice and related assets and $350,000 for the real estate operations.

Kauai Veterinary Clinic Acquisition

On January 25, 2021, the Company acquired Kauai Veterinary Clinic, Inc., located in Lihue, Hawaii on the island of Kauai providing regional and local veterinary services for $1,505,000 dollars through the Company’s wholly-owned subsidiary, IVP Practice Holding Company, LLC. Simultaneously to the closing of KVC, the Company acquired the underlying real estate from a third party in exchange for $1,300,000 through the Company’s wholly-owned subsidiary, IVP Real Estate Holding Co., LLC. These acquisitions were financed with threes loans provided by First Southern National Bank for a total of $2,383,400.

Chiefland Animal Hospital Acquisition

On August 20, 2021, the Company acquired the veterinary practice and related assets of Chiefland Animal Hospital from Polycontec, Inc. for $285,000 through the Company’s wholly-owned subsidiary, IVP Practice Holding Company, LLC. Simultaneously, the Company the real estate operations, consisting of land and buildings, utilized by the Chiefland practice for $279,500 through the Company’s wholly-owned subsidiary, IVP Real Estate Holding Co., LLC. These acquisitions were financed with two loans provided by WealthSouth, a division of Farmers National Bank of Danville, Kentucky (“WealthSouth”) for a total of $469,259.

Pets & Friends Animal Hospital Acquisition

On October 7, 2021, the Company acquired the veterinary practice and related assets of the Pets & Friends Animal Hospital from Pets & Friends Animal Hospital, LLC for $375,000 through the Company’s wholly-owned subsidiary, IVP Practice Holding Company, LLC. Simultaneously, the Company the real estate operations, consisting of land and buildings, utilized by the Pets & Friends practice for $255,000 through the Company’s wholly-owned subsidiary, IVP Real Estate Holding Co., LLC. These acquisitions were financed with two loans provided by WealthSouth for a total of $535,500.

Advanced Veterinary Care of Pasco

On January 14, 2022, the Company acquired the veterinary practice and related assets of Advanced Veterinary Care of Pasco in Hudson, Florida from Advanced Veterinary Care of Pasco, LLC for $1,014,000 through the Company’s wholly-owned subsidiary, IVP FL Holding Company, LLC. This acquisition was financed by a loan provided by WealthSouth for a total of $817,135.

Lytle Veterinary Clinic

On March 15, 2022, the Company acquired the veterinary practice and related assets of Lytle Veterinary Clinic in Texas from Lytle Veterinary Clinic, Inc. for $662,469 through the Company’s wholly-owned subsidiary IVP Texas Holding Company, LLC and its wholly-owned subsidiary, IVP Texas Managing Co., LLC. Simultaneously, the Company acquired the real estate operations, consisting of land and buildings, utilized by the Lytle practice for $780,000 from the Lytle practice through the Company’s wholly-owned subsidiary, IVP Texas Properties, LLC. This acquisition was financed by two loans provided by WealthSouth for a total of $1,141,098.

Southern Kern Veterinary Clinic

On March 22, 2022, the Company acquired the veterinary practice and related assets of Southern Kern Veterinary Clinic in California from Southern Kern Veterinary Clinic, Inc. for $1,500,000 through the Company’s wholly-owned subsidiary IVP CA Holding Co., LLC and its wholly-owned subsidiary, IVP Texas Managing Co., LLC. Simultaneously, the real estate operations, consisting of land and buildings,) utilized by the Kern practice was purchased for $500,000 through the Company’s wholly-owned subsidiary, IVP CA Properties, LLC. This acquisition was financed by two loans provided by WealthSouth for a total of $1,700,000.

Bartow Animal Clinic

On May 18, 2022, the Company acquired the veterinary practice and related assets of Bartow Animal Clinic in Bartow, Florida from Winter Park Veterinary Clinic, Inc. for $1,055,000 through the Company’s wholly-owned subsidiary IVP FL Holding Company LLC. Simultaneously, the real estate operations, consisting of land and buildings, utilized by the Bartow practice was purchased for $350,000 through the Company’s wholly-owned subsidiary, IVP CA Properties, LLC. This acquisition was financed by two loans provided by WealthSouth for a total of $969,000.

Dietz Family Pet Hospital

On June 15, 2022, the Company acquired the veterinary practice and related assets of Dietz Family Pet Hospital in Richmond, Texas from Dietz Family Pet Hospital, P.A. for $500,000 through the Company’s wholly-owned subsidiary IVP Texas Holding Company LLC and its wholly-owned subsidiary, IVP Texas Managing Co. LLC. This acquisition was financed by a loan provided by WealthSouth for a total of $382,500.

Aberdeen Veterinary Clinic

On July 29, 2022, the Company acquired the veterinary practice and related assets of Aberdeen Veterinary Clinic in Aberdeen, Maryland from Fritz Enterprises, Inc. for $574,683 through the Company’s wholly-owned subsidiary IVP MD Holding Company LLC. This acquisition was financed by a loan provided by WealthSouth for a total of $445,981.

All Breed Pet Care Veterinary Clinic

On August 12, 2022, the Company acquired the veterinary practice and related assets of All Breed Pet Care veterinary clinic in Newburgh, Indiana from Tejal Rege for $952,000 through the Company’s wholly-owned subsidiary IVP IN Holding Company LLC. Simultaneously, the real estate operations, consisting of land and buildings, utilized by the All Breed practice was purchased for $1,200,000 through the Company’s wholly-owned subsidiary, IVP IN Properties, LLC. This acquisition was financed by three loans provided by WealthSouth for a total of $1,945,450.

Pony Express Veterinary Hospital

On October 31, 2022, the Company acquired the veterinary practice and related assets of the Pony Express Veterinary Hospital, Inc. in Xenia, Ohio from Pony Express Veterinary Hospital, Inc. for $2,608,652 through the Company’s wholly-owned subsidiary IVP OH Holding Company, LLC. Simultaneously, the real estate operations, consisting of land and buildings, utilized by the Pony Express Veterinary Hospital practice was purchased for $500,000 through the Company’s wholly-owned subsidiary, IVP OH Properties, LLC. This acquisition was financed by three loans provided by First Southern National Bank for a total of $2,853,314.

Williamsburg Animal Clinic

On December 9, 2022, the Company acquired the veterinary practice and related assets of Williamsburg Veterinary Clinic in Williamsburg, MA from Williamsburg Animal Clinic, LLC for $850,000 through the Company’s wholly owned subsidiary, IVP MA Holding Company, LLC. This acquisition was financed by a loan provided by WealthSouth for a total of $637,500.

The Old 41 Animal Hospital

On December 16, 2022, the Company acquired the veterinary practice and related assets of The Old 41 Veterinary Clinic in Bonita Springs, FL from The Old 41 Animal Hospital, LLC for $665,000 through the Company’s wholly owned subsidiary, IVP FL Holding Company, LLC. Simultaneously, the real estate operations consisting of land and building utilized by the Old 41 practice for $800,000 from Scott A. Gregory DVM, LLC through the Company’s wholly owned subsidiary, IVP FL Properties, LLC. This acquisition was financed by two loans provided by First Southern National Bank for a total of $1,208,000.

Comparability of Our Results of Operations

The Company’s consolidated results of operations for the six months ended June 30, 2023 compared to June 30, 2022 and for the year ended December31, 2022 compared to December 31, 2021 were significantly impacted by acquisitions.

Results of Operations for the six months ended June 30, 2023 compared to the six months ended June 30, 2022:

Summary of Results of Operations

	Six Months Ended June 30,
	2023			2022
	(As Restated)
Service revenue	$	6,273,579		$	2,645,199
Product revenue		2,498,362			1,086,079
Total revenue		8,771,941			3,731,278

Operating expenses
Cost of service revenue (exclusive of depreciation and amortization, shown separately below)		4,641,747			1,865,937
Cost of product revenue (exclusive of depreciation and amortization, shown separately below)		1,778,130			709,285
General and administrative expenses		3,687,460			1,988,356
Depreciation and amortization		602,508			162,355
Total operating expenses		10,709,845			4,725,933

Loss from operations		(1,937,904,	)		(994,655	)

Other income (expense):
Interest income		6			38
Interest expense		(830,811	)		(601,335	)
Other income		1,966			(4,596	)
Total other expense		(828,839	)		(605,893	)

Loss before income taxes		(2,766,743	)		(1,600,548	)

Benefit (provision) for income taxes		-			30,094

Net loss	$	(2,766,743	)	$	(1,570,454	)

Net loss per Class A and B common shares:
Basic and diluted	$	(0.52	)	$	(0.31	)
Weighted average shares outstanding per Class A and B common shares:
Basic and diluted		5,270,457			5,145,456

Revenue

The following table presents the breakdown of revenue between products and services:

	For the Six Months Ended						June 30, 2023 vs. 2022
	June 30, 2023			June 30, 2022			Variance in Dollars		Variance in Percent
Revenue:
Service Revenue	$	6,273,579		$	2,645,199		$	3,628,380		137	%
Percentage of revenue		72	%		71	%
Product Revenue		2,498,362			1,086,079			1,412,283		130	%
Percentage of revenue		28	%		29	%
Total	$	8,771,941		$	3,731,278		$	5,040,663		135	%

	Average daily service revenue for the Six Months Ended				June 30, 2023 vs. 2022
Animal Hospital & Clinics	June 30, 2023		June 30, 2022		$ Change			% Change
Kauai Veterinary Clinic	$	4,502	$	3,546		956			27	%
Chiefland Animal Hospital		1,950		1,561		389			25	%
Pets & Friends Animal Hospital		2,522		3,057		(535	)		-18	%
Advanced Veterinary Care of Pasco		2,283		2,253		30			1	%
Lytle Veterinary Clinic		1,898		2,819		(920	)		-33	%
Southern Kern Veterinary Clinic		2,807		3,360		(553	)		-16	%
Bartow Animal Clinic		2,806		1,195		1,611			135	%
Dietz Family Pet Hospital		2,156		827		1,329			161	%
Aberdeen Veterinary Clinic		1,857		-		1,857			100	%
All Breed Pet Care Veterinary Clinic		3,007		-		3,007			100	%
Pony Express Veterinary Hospital		3,907		-		3,907			100	%
Williamsburg Animal Clinic		2,404		-		2,404			100	%
Old 41 Animal Hospital		2,754		-		2,754			100	%
Total Daily Service Revenue	$	34,853	$	18,617		17,537

	Average daily product revenue for the Six Months Ended				June 30, 2023 vs. 2022
Animal Hospital & Clinics	June 30, 2023		June 30, 2022		$ Change			% Change
Kauai Veterinary Clinic	$	1,904	$	1,911		(8	)		0	%
Chiefland Animal Hospital		1,088		1,306		(217	)		-17	%
Pets & Friends Animal Hospital		960		1,007		(47	)		-5	%
Advanced Veterinary Care of Pasco		995		1,028		(34	)		-3	%
Lytle Veterinary Clinic		1,014		338		677			200	%
Southern Kern Veterinary Clinic		550		815		(265	)		-33	%
Bartow Animal Clinic		1,039		102		937			917	%
Dietz Family Pet Hospital		849		411		439			107	%
Aberdeen Veterinary Clinic		572		-		572			100	%
All Breed Pet Care Veterinary Clinic		1,642		-		1,642			100	%
Pony Express Veterinary Hospital		1,755		-		1,755			100	%
Williamsburg Animal Clinic		794		-		794			100	%
Old 41 Animal Hospital		717		-		717			100	%
Total Daily Product Revenue	$	13,880	$	6,918		6,961

Revenue in General. The Company believes the breakdown of gross revenue into service revenue and product revenue categories produces meaningful measures to Company management and the Company’s investors in light of the Company’s objective to protect the service channel and derive the majority of its revenue from services and expertise which are not capable of disruption from other channels. To achieve this objective, the Company seeks to match the industry target metric of 70% to 80% of gross revenue being derived from services: examination fees, diagnostics fees, laboratory work, surgery and others veterinary services. The Company believes these service revenue sources require veterinary professionals to preside over care delivery and, unlike some veterinary care products, cannot be replaced or sold by other non-veterinary hospital channels such as retail (including over-the-counter and online). Accordingly, the Company views products such as parasite controls, veterinary nutrition products and additives as important, but the Company does not rely on product revenue to account for more than 20% to 30% of gross revenue. Medications and therapeutics which only a licensed veterinary doctor or licensed technician can administer, while still making up part of the 20% to 30% of gross revenue, are less easily diverted to non-veterinary hospital channels as they require licensed professionals to prescribe or utilize them.

The Company uses these percentages in concert with metrics such as Revenue Per Patient Per day (“RPP”) and Average Patient Charge (“APC”) to analyze the comprehensive nature of diagnostics and services provided by each veterinary hospital. Sometimes referred to “quality medicine” metrics within the veterinary service industry, the Company uses RPP and APC to determine how a doctor’s time is being utilized (inclusive of all diagnostics and therapies). RPP and APC metrics are consolidated into the presentation of average daily service revenue and average daily product revenue. The Company believes these analyses helps the Company ensure that its caseload is revenue positive to avoid clinicians spending time on patient work which underutilizes their time and erodes labor profitability. The Company also believes these metrics are useful to investors and potential investors to compare the Company’s service-to-product revenue mix against generally accepted industry targets and specific veterinary care service provider competitors.

The services revenue and product revenue metrics are measured in dollars as calculated by the practice management software we provide to each of our clinics to track medical notes, treatment plans, services and products prescribed and provided, as well as to manage invoicing related to all of the above. Reports are generated which allow Company management to view each of these as line-items as well as measure the ratio of service revenue versus product revenue within our revenue mix.

The Company believes the ratio metric is useful for the management and its investors for several reasons:

●

The Company and its medical leadership teach and enable its medical staff to provide comprehensive medical care which is appropriate for each animal patient. For example, charges to a client which skew too heavily toward products and do not include necessary services may be indicator that medical cases are not being fully diagnosed using an appropriate standard of available and appropriate diagnostics and care. This broad analysis can indicate more questions should be asked about how cases are managed by certain providers, particularly if patterns emerge;

●

Comprehensive care for pets means physical exams, dental care, blood work and many other service related line-items. An overreliance on product revenue alone (which products may be available over-the-counter outside of the veterinary channel) leaves veterinary clinics susceptible to sales transfer to other channels. In addition, appropriate veterinary care (as defined by market practice and some state licensing boards) does not include prescribing products without the delivery of diagnostic and care services.

●

Advancements in veterinary care within the last decade such as anesthetic protocols, pain management, fear free medicine and other services have shown great efficacy for the betterment of patients and their recovery from illness or surgeries. The absence of certain services and procedures within, for instance, a surgery package for a patient, would indicate an opportunity to improve outcomes for a patient and extend life expectancy. These are positive outcomes for clients and, therefore, of interest and value to the Company and our investors.

Service Revenues. The Company recognizes service revenue from health exams, pet grooming, veterinary care, and certain other services performed at our animal hospitals or clinics and is recognized once the service is completed, as this is when the customer has the ability to direct the use of and obtain the benefits of the services. Payment terms are at the point of sale but may also occur upon completion of the service. Service revenue increased $3,628,380 or 137%, to $6,273,579 for the six months ended June 30, 2023 as compared to $2,645,199 for the six months ended June 30, 2022. The increase in service revenue was driven primarily by acquisitions of animal hospitals and clinics accumulated since the prior period. The Company had eight (8) animal hospitals and clinics in operations during the six months ended June 30, 2022 compared to thirteen (13) animal hospitals and clinics in operations for the six months ended June 30, 2023. The eight animal hospitals and clinics resulted in $1,121,034 of the increase in service revenue for the six months ended June 30, 2023, with the remaining increase a result of the new animal hospitals and clinics acquired. The Company incurred organic revenue decreases driven by volume decreases for the number of services performed for the first six months of 2023 as the Company saw fewer pet customers that resulted in a decrease in service revenue of approximately 1% during the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Product Revenues. Product revenue is recognized when control passes, which occurs at a point in time when the customer completes a transaction at our animal hospitals or clinics and receives the product. Product revenue increased $1,412,283, or 130%, to $2,498,362 for the six months ended June 30, 2023 as compared to $1,086,079 for the six months ended June 30, 2022. The Company had 8 animal hospitals and clinics in operations during the six months ended June 30, 2022 compared to thirteen animal hospital and clinics in operations for the six months ended June 30, 2023. The eight animal hospitals and clinics resulted in $425,851 of the increase in product revenue for the six months ended June 30, 2023, with the remaining increase a result of the new animal hospitals and clinics acquired. The increase in product revenue was driven primarily by acquisitions of animal hospitals and clinics accumulated from the prior period. The Company incurred organic revenue decreases driven by volume decreases for the number of products sold for the first six months of 2023 as the Company saw fewer pet customers that resulted in a decrease in product revenue of approximately 3% during the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Cost of service revenue (exclusive of depreciation and amortization). Cost of service revenue consists of cost directly related to the animal services provided at the Company’s veterinary clinics and animal hospitals, which primarily includes personnel-related compensation costs of the employees at the Company’s veterinary clinics or animal hospitals, laboratory costs, pet supply costs, third-party veterinarian contractors, office rent, utilities, supplies, and other cost arising as a result of the services being performed, excluding depreciation and amortization. Cost of service revenue increased $2,775,810, or 149%, to $4,641,747 for the six months ended June 30, 2023, as compared to $1,865,937 for the six months ended June 30, 2022. The increase in cost of service revenue sold excluding depreciation and amortization was driven primarily by acquisitions of animal hospitals and clinics completed since the prior period, which contributed cost of service revenue sold of 1,748,760 or 63%. The Company had an increase in cost-of-service revenue of approximately 2% as a result of elevated supply chain costs.

Cost of product revenue (exclusive of depreciation and amortization). Cost of product revenue consists of cost directly related to the product sales at the Company’s veterinary clinics and animal hospitals, which primarily includes personnel-related compensation costs of the employees at the Company’s veterinary clinics or animal hospitals, purchase price of the medication we dispense, and purchase price of product sold, excluding depreciation and amortization. Cost of product revenue increased $1,068,845, or 151%, to $1,778,130 for the six months ended June 30, 2023 as compared to $709,285 for the six months ended June 30, 2022. The increase in cost of product revenue excluding depreciation and amortization was driven primarily by acquisitions of animal hospitals and clinics completed since the prior period, which contributed cost of product revenue sold of $1,155,784 or 65%. The Company incurred price increases to the cost of the products purchased across multiple animal hospital and clinics during the year as a result of inflationary pressures. These price increases resulted in the cost of product revenue increasing approximately 3% as a result of elevated supply chain costs.

General and Administrative Expense. General and administrative expenses include personnel-related compensation costs for corporate employees, such as management, accounting, legal, acquisition related and non-recurring expenses, insurance and other expenses used to operate the business. General and administrative expenses increased $1,699,104 or 151%, to $3,687,460 for the six months ended June 30, 2023 compared to $1,988,356 for the six months ended June 30, 2022. The increase was primarily due to the expenses generated by the Company’s animal hospitals and clinics acquired and the start-up and organizational expenses associated with the acquisitions and the cost associated with the Company pursuit of an initial public offering on a national exchange.

Depreciation and Amortization Expense. Depreciation and amortization expenses mainly relate to the assets used in generating revenue. Depreciation and amortization increased $440,153, or 271%, to $602,508 for the six months ended June 30, 2023 as compared to $162,355 for the six months ended June 30, 2022. The increase was primarily due to the acquisition of depreciable or amortizable assets as part of the acquisitions of animal hospitals and clinics.

Other Expense. Other expense is composed primarily of interest expense and small denomination bank fee charges. Other expense increased $222,946, or 37%, to $828,839 for the six months ended June 30, 2023 as compared to $605,893 for the six months ended June 30, 2022. The increase was the result of the Company incurring indebtedness in the form of bank loans and other indebtedness to finance the acquisition of animal hospitals and clinics and for general working capital.

Net Loss. Net Loss increased $1,196,289, or 76%, to $2,766,743 for the six months ended June 30, 2023 as compared to $1,570,454 for the six months ended June 30, 2022. The net loss is primarily attributable to the operating expenses associated with the Company’s animal hospitals and clinics, and to the acquisition costs related to those animal hospitals and clinics. The Company also incurred additional costs associated with the initial public offering.

Results of Operations for the year ended December 31, 2022 compared to the year ended December 31, 2021:

Summary of Results of Operations

	For the Years Ended
	December 31,
	2022			2021
				(As Restated) ⁽¹⁾

Service revenue	$	7,032,800		$	1,813,621
Product revenue		2,801,978			735,513
Total revenue		9,834,778			2,549,134

Operating expenses
Cost of service revenue (exclusive of depreciation and amortization, shown separately below)		5,308,104			1,284,407
Cost of product revenue (exclusive of depreciation and amortization, shown separately below)		1,981,046			435,437
General and administrative expenses		5,467,642			1,792,046
Depreciation and amortization		596,124			84,465
Total operating expenses		13,352,916			3,596,355

Loss from operations		(3,518,138	)		(1,047,221	)

Other income (expense):
Interest income		1,021			161
Interest expense		(1,425,260	)		(194,811	)
Other (expenses) income		357			(14,861	)
Total other expense		(1,423,882	)		(209,511	)

Loss before income taxes		(4,942,020	)		(1,256,732	)

Benefit (provision) from income taxes		30,094			(74,330	)

Net loss	$	(4,911,926	)	$	(1,331,062	)

Net loss per Class A and B common shares:
Basic and diluted	$	(0.95	)	$	(0.27	)
Weighted average shares outstanding per Class A and B common shares:
Basic and diluted		5,160,182			5,001,699

(1)

See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement.

Revenue

The following table presents the breakdown of revenue between products and services:

	For the Years Ended						December 31, 2022 vs. 2021
	December 31, 2022			December 31, 2022			Variance in Dollars		Variance in Percent
Revenue:
Service Revenue	$	7,032,800		$	1,813,621		$	5,219,179		288	%
Percentage of revenue		72	%		71	%
Product Revenue		2,801,978			735,513			2,066,465		279	%
Percentage of revenue		28	%		29	%
Total	$	9,834,778		$	2,549,134		$	7,285,644		285	%

	Average daily service revenue for the Years Ended				December 31, 2022 vs. 2021
Animal Hospital & Clinics	December 31, 2022		December 31, 2021		$ Change			% Change
Kauai Veterinary Clinic	$	3,683	$	3,838		(155	)		-4	%
Chiefland Animal Hospital		1,444		2,426		(982	)		-40	%
Pets & Friends Animal Hospital		2,605		2,418		188			8	%
Advanced Veterinary Care of Pasco		2,009		-		2,009			100	%
Lytle Veterinary Clinic		2,898		-		2,898			100	%
Southern Kern Veterinary Clinic		2,929		-		2,929			100	%
Bartow Animal Clinic		2,475		-		2,475			100	%
Dietz Family Pet Hospital		1,790		-		1,790			100	%
Aberdeen Veterinary Clinic		1,003		-		1,003			100	%
All Breed Pet Care Veterinary Clinic		2,551		-		2,551			100	%
Pony Express Veterinary Hospital		2,740		-		2,740			100	%
Williamsburg Animal Clinic		1,753		-		1,753			100	%
Old 41 Animal Hospital		2,179		-		2,179			100	%
Total Daily Service Revenue	$	30,059	$	8,682		21,378

	Average daily product revenue for the Year Ended				December 31, 2022 vs. 2021
Animal Hospital & Clinics	December 31, 2022		December 31, 2021		$ Change			% Change
Kauai Veterinary Clinic	$	1,784	$	1,799		(15	)		-1	%
Chiefland Animal Hospital		1,219		473		746			158	%
Pets & Friends Animal Hospital		908		764		144			19	%
Advanced Veterinary Care of Pasco		921		-		921			100	%
Lytle Veterinary Clinic		392		-		392			100	%
Southern Kern Veterinary Clinic		812		-		812			100	%
Bartow Animal Clinic		212		-		212			100	%
Dietz Family Pet Hospital		889		-		889			100	%
Aberdeen Veterinary Clinic		1,064		-		1,064			100	%
All Breed Pet Care Veterinary Clinic		1,025		-		1,025			100	%
Pony Express Veterinary Hospital		1,402		-		1,402			100	%
Williamsburg Animal Clinic		513		-		513			100	%
Old 41 Animal Hospital		1,141		-		1,141			100	%
Total Daily Product Revenue	$	12,282	$	3,036		9,246

The Company believes the ratio metric is useful for the management and its investors for several reasons:

Service Revenues. The Company recognizes service revenue from health exams, pet grooming, veterinary care, and certain other services performed at our animal hospitals or clinics and is recognized once the service is completed, as this is when the customer has the ability to direct the use of and obtain the benefits of the services. Payment terms are at the point of sale but may also occur upon completion of the service. Service revenue increased $5,219,179, or 288%, to $7,032,800 for the year ended December 31, 2022 as compared to $1,813,621 for the year ended December 31, 2021. The increase in service revenue was driven primarily by acquisitions of animal hospitals and clinics completed during the year ended December 31, 2022. The ten (10) animal hospitals and clinics acquired during 2022 accounted for $4,218,268 or 60% of the service revenue recorded for the 2022 fiscal year. The three (3) animal hospital and clinics acquired in 2021 accounted for $2,814,532 or 40% of the service revenue recorded for the 2022 fiscal year. Across the thirteen (13) animal hospital and clinics, only four (4) animal hospital or clinics had price increases to the blood work and lab panels services. These price increases accounted for approximately 3% of service revenue growth during the 2022 fiscal year. The Company incurred revenue decreases driven by volume decreases for the number of services performed for 2022 as the Company saw less pet adoption customers that resulted in a decrease in service revenue of 6% during the 2022 fiscal year. The Company also experienced two (2) animal hospitals that were without the same veterinary doctor staffing as the prior year for approximately 3 months that resulted in a decrease in service revenue of approximately 12% at those locations and resulted in an overall decrease to the Company’s service revenue of approximately 5% during the 2022 fiscal year.

Product Revenues. Product revenue is recognized when control passes, which occurs at a point in time when the customer completes a transaction at our animal hospitals or clinics and receives the product. Product revenue increased 2,066,465, or 281%, to $2,801,978 for the year ended December 31, 2022 as compared to $735,513 for the year ended December 31, 2021. The increase in product revenue was driven primarily by acquisitions of animal hospitals and clinics completed during the year ended December 31, 2022. The ten (10) animal hospitals and clinics acquired during 2022 accounted for $1,360,843 or 49% of the product revenue recorded for the 2022 fiscal year. The three (3) animal hospital and clinics acquired in 2021 accounted for $1,441,135 or 51% of the product revenue recorded for the 2022 fiscal year. Across the thirteen (13) animal hospital and clinics, the Company increased product prices in line with the increases in cost to acquire the goods. These price increases resulted in an increase of approximately 5% of the product revenue during the 2022 fiscal year. The price increases were offset by the decrease in products sold during the year compared to the prior year as the animal hospital and clinics saw less pet adoption customers that resulted in a decrease in product revenue of 4% during the 2022 fiscal year. The Company also experienced two animal hospitals that were without the same veterinary doctor staffing as the prior year for approximately three months that resulted in a decrease in revenue of approximately 12% at those locations and resulted in an overall decrease to the Company’s product revenue of approximately 3% during the 2022 fiscal year.

Cost of service revenue (exclusive of depreciation and amortization). Cost of service revenue consists of cost directly related to the animal services provided at the Company’s veterinary clinics and animal hospitals, which primarily includes personnel-related compensation costs of the employees at the Company’s veterinary clinics or animal hospitals, laboratory costs, pet supply costs, third-party veterinarian contractors, office rent, utilities, supplies, and other cost arising as a result of the services being performed, excluding depreciation and amortization. Cost of service revenue increased $4,023,697, or 313%, to $5,308,104 for the year ended December 31, 2022, as compared to $1,284,407 for the year ended December 31, 2021. The increase in cost of service revenue sold excluding depreciation and amortization was driven primarily by acquisitions of animal hospitals and clinics completed during the year ended December 2022, which contributed cost of service revenue sold of $2,348,786 or 44%. The Company had a slight decrease in cost-of-service revenue of approximately 2% as a result of being without two veterinary doctors for a period of approximately three months during the year.

Cost of product revenue (exclusive of depreciation and amortization). Cost of product revenue consists of cost directly related to the product sales at the Company’s veterinary clinics and animal hospitals, which primarily includes personnel-related compensation costs of the employees at the Company’s veterinary clinics or animal hospitals, purchase price of the medication we dispense, and purchase price of product sold, excluding depreciation and amortization. Cost of product revenue increased $1,545,609, or 355%, to $1,981,046 for the year ended December 31, 2022 as compared to $435,437 for the year ended December 31, 2021. The increase in cost of product revenue excluding depreciation and amortization was driven primarily by acquisitions of animal hospitals and clinics completed during the year ended December 31, 2022, which contributed cost of product revenue sold of $904,059 or 46% . The Company incurred price increases to the cost of the products purchased across multiple animal hospital and clinics during the year as a result of inflationary pressures. These price increases resulted in the cost of product revenue increasing approximately 2% during the 2022 fiscal year.

General and Administrative Expense. General and administrative expenses include personnel-related compensation costs for corporate employees, such as management, accounting, legal, acquisition related and non-recurring expenses, insurance and other expenses used to operate the business. General and administrative expenses increased $3,675,596, or 205%, to $5,467,642 for the year ended December 31, 2022 compared to $1,792,046 for the year ended December 31, 2021. The increase was primarily due to the expenses generated by the Company’s animal hospitals and clinics acquired and the start-up and organizational expenses associated with the acquisitions and the cost associated with the Company pursuit of an initial public offering on a national exchange.

Depreciation and Amortization Expense. Depreciation and amortization expenses mainly relate to the assets used in generating revenue. Depreciation and amortization increased $511,659, or 606%, to $596,124 for the year ended December 31, 2022 as compared to $84,465 for the year ended December 31, 2021. The increase was primarily due to the acquisition of depreciable or amortizable assets as part of the acquisitions of animal hospitals and clinics.

Other Expense. Other expense is composed primarily of interest expense and small denomination bank fee charges. Other expense increased $1,214,371, or 580%, to $1,423,882 for the year ended December 31, 2022 as compared to $209,511 for the year ended December 31, 2021. The increase was the result of the Company incurring indebtedness in the form of bank loans and other indebtedness to finance the acquisition of animal hospitals and clinics and for general working capital.

Net Loss. Net Loss increased $3,580,864, or 269%, to $4,911,926 for the year ended December 31, 2022 as compared to $1,331,062 for the year ended December 31, 2021. The net loss is primarily attributable to the operating expenses associated with the Company’s animal hospitals and clinics, and to the acquisition costs related to those animal hospitals and clinics. The Company also incurred additional costs associated with the initial public offering.

Liquidity and Capital Resources

Since inception, we have financed our operations from a combination of:

●

issuances and sales of senior convertible notes;

●

issuance of convertible debentures;

●

borrowings under other debt consisting of: (i) a principal lending relationship with WealthSouth that provides a master lending and credit facility; (ii) First Southern National Bank notes payable; (iii) Target Capital 1, LLC, Dragon Dynamic Catalytic Bridge SAC Fund and 622 Capital LLC bridge loans;

●

Cash advances from related parties; and

●

cash generated from operations.

The Company has experienced operating losses since its inception and had a total accumulated deficit of $9,010,191 as of June 30, 2023. The Company expects to incur additional costs and require additional capital as the Company continues to acquire additional veterinary hospitals, clinics and practices. During the six months ended June 30, 2023 and during the year ended December 31, 2022, the Company’s cash used in operations was $506,960 and $2,658,309, respectively.

The Company’s primary short-term cash requirements are to fund working capital, lease obligations and short-term debt, including current maturities of long-term debt. Working capital requirements can vary significantly from period to period, particularly as a result of additional business acquisitions. The Company’s medium-term to long-term cash requirements are to service and repay debt, to expand through acquisitions, and to invest in facilities and equipment for growth initiatives.

The Company’s ability to fund its cash needs will depend, in part, on its ability to generate cash in the future, which depends on future financial results. The Company’s future results are subject to general economic, financial, competitive, legislative and regulatory factors that may be outside of our control. The Company’s future access to, and the availability of credit on acceptable terms and conditions, is impacted by many factors, including capital market liquidity and overall economic conditions.

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and as of June 30, 2023, had an accumulated deficit of $9,026,296. For the six months ended June 30, 2023, the Company sustained a net loss of $2,782,848. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.

We cannot be sure that future funding will be available to us on acceptable terms, or at all. Due to often volatile nature of the financial markets, equity and debt financing may be difficult to obtain.

We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights or future revenue streams on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

As of the date of this prospectus, the Company was in compliance with all covenants and restrictions associated with our debt agreements. The Company is not aware of any instances of breaches or non-compliance with its covenants and commitments under its debt agreements.

Issuances of Senior Convertible Notes (Bridge Loan)

In December 2021, the Company entered into two bridge loans in the aggregate of $2,500,000 with Target Capital 1, LLC and Dragon Dynamic Catalytic Bridge SAC Fund as a short term secured convertible note (“Bridge Note”). The Bridge Note is convertible into the Company’s common stock, at the time of a successful initial public offering (“IPO”) at the noteholder’s option, at a 35% discount to the IPO price. The Bridge Note has a face value of $2,500,000 with an original issue discount (“OID”) of 12% and has a maturity date of January 24, 2023. The OID of $300,000 is being amortized over the life of the loan. If the Company has not issued the Company’s common stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (“SEC”) and the listing of the common stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified financing”) by January 24, 2023 the conversion price will be set at a 40% discount to the IPO price. The Bridge Note was funded in two installments of net proceeds of $1,100,000 in December 2021 and the second installment January 2022. The Bridge Loan had issuance costs of $70,500 for the first installment and $54,000 for the second installment that was amortized straight line over the life of the loan. The Company amortized $62,758 and $27,959 of issuance cost during the three and six months ended June 30, 2023 and 2022.

The Bridge Note has a contingent beneficial conversion feature. The value of this beneficial conversion feature has not yet been determined since an IPO price has not been determined. Once the intrinsic value of the beneficial conversion feature is determined it will be charged to interest expense over the period from when the amount was determined to the time the note becomes convertible into common stock.

In conjunction with the Bridge Note the Company issued warrants on January 24, 2022 to Target Capital 1, LLC and Dragon Dynamic Catalytic Bridge SAC Fund (collectively the “Bridge Lenders”). The warrants entitled the Bridge Lenders to purchase the Company’s Class A common stock, at a purchase price equal to the per share price in an IPO. The quantity of the Company's common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing has not been completed by January 24, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing. If a Qualified Financing has not consummated or the Bridge Note has not been repaid in full on or before January 24, 2027, then the quantity of common stock subject to purchase upon exercise of the warrants will be an amount equal to 100% of the face value divided by the per-share price equal to the fair market value of one share of Class A common stock as mutually agreed by the Holder and the Company. The warrants are exercisable through the fifth anniversary of the issuance date. The warrants may be redeemed at the option of the Company at any time following a Qualified Financing if the Company’s common stock trade on a national securities exchange at a price equal to the purchase price of the Company’s common stock in the Qualified Financing multiplied by 2 for a period of ten consecutive trading days.

On November 18, 2022, the Company entered into a Original Issue Discount Secured Convertible Note loan (“bridge loan”) with Target Capital 1, LLC for $1,136,364. The note is issued at an original issue discount of 12% with an maturity date on the earlier of March 31, 2023 (“Initial Maturity Date”) or the Company’s sale of its Common Stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and the listing of the Common Stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified Financing” or the “Maturity Date”). If the Company has filed its Form S-1 Registration Statement with the SEC on or prior to the Initial Maturity Date but the Qualified Financing has not closed by such date (“Automatic Extension”) then all principal and accrued interest under this Note shall become due and payable in cash on September 30, 2023 (the “Final Maturity Date”) or such earlier date as this Note is required be repaid. The note bears an interest rate of 12% per annum by means of the original issue discount. Upon the occurrence of an Automatic Extension, this note shall commence to accrue interest at an interest rate of 12% percent per annum on the date of the commencement of the Automatic Extension until the note is converted or is paid in full. The Company may pay the full principal amount of this note, and all accrued but unpaid interest at any time prior to the Maturity Date without the prior written consent of the Holder in the principal amount of $1,136,364, plus all accrued but unpaid interest, multiplied by 120%. In addition, and to the extent the Company is required to pay this note in cash at the on or after the Initial Maturity Date due to, upon the closing date of a Qualified Financing, the Company shall pay to the Holder $1,136,364, plus all accrued unpaid interest, multiplied by 120%. Upon the occurrence and during the continuation of an Event of Default, until the Event of Default is cured, or the Note is repaid in full, Company will pay 20% of its total gross revenues (including that of all its subsidiaries) monthly, which shall be applied to payment of principal and interest under this this note. The conversion price (the “Conversion Price”) shall be equal to the price paid by the public in the Company’s Qualified Financing multiplied by 0.65 (or 0.60, from and after any Automatic Extension).

In conjunction with the Original Issue Discount Secured Convertible Note with Target Capital 1, LLC the company issued the holder 41,167 shares of Class A Common Stock and equity classified warrants that entitle the holder to purchase the Company’s common stock at a purchase price equal to the per share price in an IPO. The quantity of the Company's common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing has not been completed by March 31, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing.

On November 18, 2022, the Company entered into a Original Issue Discount Secured Convertible Note with 622 Capital LLC for $568,182. The note is issued at an original issue discount of 12% with an maturity date on the earlier of January 24, 2023 (“Initial Maturity Date”) or the Company’s sale of its Common Stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and the listing of the Common Stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified Financing” or the “Maturity Date”). If the Company has filed its Form S-1 Registration Statement with the SEC on or prior to the Initial Maturity Date but the Qualified Financing has not closed by such date (“Automatic Extension”) then all principal and accrued interest under this Note shall become due and payable in cash on July 24, 2023 (the “Final Maturity Date”) or such earlier date as this Note is required be repaid. The note bears an interest rate of 12% per annum by means of the original issue discount. Upon the occurrence of an Automatic Extension, this note shall commence to accrue interest at an interest rate of12% percent per annum on the date of the commencement of the Automatic Extension until the note is converted or is paid in full. The Company may pay the full principal amount of this note and all accrued but unpaid interest at any time prior to the Maturity Date without the prior written consent of the Holder in the principal amount of $568,182, plus all accrued but unpaid interest, multiplied by 120%. In addition, and to the extent the Company is required to pay this note in cash at the on or after the Initial Maturity Date due to, upon the closing date of Qualified Financing, the Company shall pay to the Holder $568,182, plus all accrued unpaid interest, multiplied by 120%. Upon the occurrence and during the continuation of an Event of Default, until the Event of Default is cured or the Note is repaid in full, Company will pay 20% of its total gross revenues (including that of all its subsidiaries) monthly, which shall be applied to payment of principal and interest under this this note. The conversion price (the “Conversion Price”) shall be equal to the price paid by the public in the Company’s Qualified Financing multiplied by 0.65 (or 0.60, from and after any Automatic Extension).

In conjunction with the Original Issue Discount Secured Convertible Note with 662 Capital LLC the company issued the holder equity classified warrants that entitle the holder to purchase the Company’s common stock at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing has not been completed by March 31, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing.

The warrants were deemed legally detachable from the Bridge Note and were fair valued using the Black Scholes Method to determine the relative fair values of the Bridge Note and the detachable warrants. The significant inputs for the Black Scholes calculation included the exercise price and common share price of $0.44, volatility rate of 27% and risk-free rate of 1.53% with a 5 year term. The proceeds received for the Bridge Note were allocated to the detached warrants based on the relative fair values. Pursuant to ASC 470 the relative fair value of the warrants attributable to a discount on debt is $429,284; this is amortized to interest expense on a straight-line basis over the term of the loan.

On June 30, 2023, the Company entered into exchange agreements (the “Exchange Agreements”) with each of the Company’s Bridge Note lenders, pursuant to which the lenders exchanged their existing Bridge Notes for 29,896 shares, 352,771 shares, and 59,792 shares, respectively, of Convertible Series A Preferred Stock (442,458 shares of Convertible Series A Preferred stock in total) (the “Exchange”).

In connection with the Exchange, the Company also issued warrants to purchase additional shares of Class A common stock. The New Warrants were issued in exchange for the existing warrants held by the former Bridge Note lenders. See Note 8 for further information on the Series A Preferred Stock and the Warrants issued.

Pursuant to Pursuant to ASC 470, the Company accounted for the Exchange Agreements as a liability on the balance sheet as the initial public offering is outside the control of the Company and the debt obligations hasn’t been legally extinguished. As such the Company accounts for the Bridge Note under the initial terms of the agreement and disclosed the contingently issued preferred stock on the accompanying consolidated balance sheets.

A roll forward of the bridge note from January 1, 2021 to June 30, 2023 is below:

Bridge notes, January 1, 2021	$	-
Issued for cash		1,100,000
Amortization of original issue discount		1,644
Debt issuance costs		(70,500	)
Amortization of debt issuance costs		773
Bridge notes, December 31, 2021		1,031,917
Issued for cash		2,600,000
Amortization of original issue discount		386,245
Warrant discount		(429,284	)
Amortization of warrant discount		303,309
Debt issuance costs		(164,000	)
Amortization of debt issuance costs		170,969
Bridge notes, December 31, 2022		3,899,156
Amortization of original issue discount		116,656
Amortization of warrant discount		125,975
Amortization of debt issuance costs		62,758
Bridge notes, March 31, 2023		4,204,545
Bridge notes, June 30, 2023	$	4,204,545

Exchange of Senior Indebtedness

Issuances of Convertible Debentures

Between March 18 and December 28, 2021, the Company issued $2,102,500 in aggregate principal amount of 6.00% subordinated convertible promissory note (“Convertible Debenture”). During the year ended December 31, 2022 the Company issued $1,252,000 in aggregated principal amount of the 6.00% Convertible Debenture. In March 2023 the Company issued an additional $650,000 in aggregate principal amount of 6.00% Convertible Debenture notes to five (5) separate holders. The Convertible Debenture is convertible into the Company’s Class A Common Stock upon the Company’s offering for sale its shares in a public offering (“IPO”). At the holder’s election, the accrued interest and principal may be paid in cash or Class A Common Stock (such number of shares reflecting a twenty-five percent (25%) discount of the opening price per share of Class A Common Stock). The Convertible Debenture mature 5 years from the date of issuance to each holder. Prior to the maturity date, the holder is entitled to convert the Convertible Note into Class A Common Stock upon the Company’s IPO. Upon an IPO the accrued and unpaid interest is due and payable in cash on the first business day of the following month of March for any balance not elected to be converted into the Class A Common Stock. The Convertible Debenture principal balance was $3,7,14,500 and $2,102,500 as of December 31, 2022 and 2021. The Convertible Debenture incurred issuance cost of $40,000 that was amortized straight line over the life of the Convertible Debenture. The Company amortized $1,972 for the three months ended June 30, 2023 and 2022, and $3,965 for the six months ended June 30, 2023 and 2022.

The Convertible Debenture has a contingent beneficial conversion feature. The value of this beneficial conversion feature has not yet been determined since an IPO price has not been determined. Once the intrinsic value of the beneficial conversion feature is determined it will be charged to interest expense over the period from when the amount was determined to the time the Convertible Debenture becomes convertible into common stock.

As of the date of this prospectus, 43 of our Convertible Debenture holders, constituting approximately $2.4 million of aggregate principal amount and accrued but unpaid interest, have provided written notice of their intent to convert their investment into shares of Class A common stock. See Exhibit 10.22 for a copy of the letter to Convertible Debenture holders and related holder consent.

Loan Payable

On May 30, 2023, the Company entered into a financing arrangement for gross proceeds of $1,050,000 with an unrelated third-party financial institution, Cedar Advance, LLC. Under the terms of the agreement, the Company must pay $57,346 each week for 26 weeks with the first payment being due June 6, 2023. The financing arrangement has an effective interest rate of 49%. The financing arrangement includes an original issuance discount (“OID”) of $441,000 and issuance costs of $50,000. The OID and issuance cost associated with the financing arrangement are presented in the balance sheets as a direct deduction from the carrying amount of the financing arrangement and is amortized using the effective interest method. During the three and six months ended June 30, 2023, the Company amortized $253,957 of OID and issuance cost included in interest expense on the statement of operations. During the three and six months ended June 30, 2023, the Company made $229,384 in payments on the loan payable. The outstanding balance of the loan payable as of June 30, 2023, is $1,024,573 net of OID and issuance cost. The financing arrangement is secured by an interest in virtually all assets of the Company with a first security interest in accounts receivable. The financing arrangement is guaranteed by the Company’s CEO. In August 2023, the Company refinanced the Loan Payable originally entered into on May 30, 2023 to borrow an additional $450,000. The refinancing increased the weekly repayment from $57,346 to $76,071. The current agreement with Cedar Advance, LLC is filed herewith as Exhibit 10.26. Due to delays in the anticipated closing of the Company’s initial public offering, the financing was deemed necessary to fund certain necessary expenditures, including the start of construction on a hospital relocation, the addition of field leadership personnel, and certain capital and supply-related investments and costs.

Master Lending and Credit Facility

On June 25, 2021, the Company entered into a master line of credit loan agreement (“MLOCA”) with Wealth South, a division of Farmers National Bank of Danville, Kentucky (“FNBD”). The MLOCA provides for a $2,000,000 revolving secured credit facility (“Revolving Line”) to be drawn for the initial purchase of veterinary clinical practices and a $8,000,000 closed end line of credit (“Closed End Line”) to be disbursed as individual loans (Term Loans) to paydown draws on the Revolving Line and to provide longer term financing of the purchase of veterinary clinical practices. Each draw on the Revolving Line must be repaid with a Term Loan out of the Closed End Line within 120 days of the draw on the Revolving Line. Each draw on the Revolving Line and the Closed End Line cannot exceed eighty-five (85%) percent of the purchase price of the applicable veterinary clinical practices. The Company must contribute and maintain equity of a minimum of fifteen (15%) percent of the initial purchase price of any veterinary clinical practices as long as any draw on the Revolving Line or a Term Loan remains unpaid with Wealth South. The Revolving Line has an interest rate equal to the New York Prime Rate plus 0.50%, however, the interest rate can never be less than 3.57%. Each Term Loan issued under the Closed End Line has a fixed interest rate of 3.98% for the first five years of the loan. Immediately following the fixed rate period, the rate of interest rate will equal to the New York Prime Rate plus 0.65%, however, the interest rate can never be less than 3.57%. Each veterinary clinical practices to be acquired must have a minimum projected debt-service coverage ratio of a multiple of one times, defined as EBITDA divided by the Company’s Annual Debt Service Requirement (as defined in the MLOCA). The MLOCA terminates and the Revolving Line matures on June 25, 2023.

Under the MLOCA the Term Loans to acquire a Practice shall not exceed 10 years. The first twelve months of the Term Loan may be interest only. Thereafter, the Loan will convert to an amortizing loan with monthly principal and interest payments. For Practice only Term Loans (“Practice Term Loans”), after the initial twelve-month interest only period, the balance will amortize over 9 years. For Loans made to purchase real property (“RE Term Loans”), after the initial twelve-month interest only period, the balance will amortize over a 19-year period.

There is no prepayment penalty on payments on the Revolving Line. The Term Loans are subject to a refinance fee of 2% of the then outstanding principal balance of the Term Loan if paid within two years of entering into the Term Loan and 1% of the then outstanding principal balance of the Term Loan if paid within three to five years of entering into the Term Loan. The refinance fee is due only if the Term Loan is paid off by refinancing. Borrowing under the MLOCA are guaranteed by Kimball Carr, our Chairman, Chief Executive Officer and President.

On August 18, 2022 the MLOCA was amended and restated to terminate the revolving feature on the Revolving Line and convert the line of credit to a closed end draw note (“Closed End Draw Note”) that mature on August 18, 2024. Each draw on the Closed End Draw Note shall not exceed eighty-five (85%) percent of the purchase price of the Practice. The Company shall contribute and maintain equity of a minimum of fifteen (15%) percent of the initial purchase price of a Practice as long as any draw on the Closed End Draw Note or a Term Loan remains unpaid with FNBD. The interest rate charge on all sums advance under the amended and restated MLOCA shall be 5.25% for the first five years of the loan. Immediately following the fixed rate period, the rate of interest will be equal to the New York Prime Rate plus 0.65% that shall never be less than 4.75%. Each Practice to be acquired mush have a minimum projected DSCR of 1.0x, defined as EBIDA/Annual Debt Service Requirement. The MLOCA terminates and the Closed End Draw Note matures on August 18, 2024.

Notes payable to FNBD as of June 30, 2023 and December 31, 2022 consisted of the following:

Original Principal		Acquisition	Entered	Maturity	Interest			June 30, 2023		December 31, 2022		Issuance Cost
$	237,272	CAH	12/27/21	12/27/41		3.98	%	$	233,058	$	237,272	$	6,108
	231,987	CAH	12/27/21	12/27/31		3.98	%		221,171		231,987		6,108
	216,750	P&F	12/27/21	12/27/41		3.98	%		212,901		216,750		5,370
	318,750	P&F	12/27/21	12/27/31		3.98	%		303,889		318,750		5,370
	817,135	Pasco	1/14/22	1/14/32		3.98	%		785,383		817,135		3,085
	478,098	Lytle	3/15/22	3/15/32		3.98	%		467,060		478,098		1,898
	663,000	Lytle	3/15/22	3/15/42		3.98	%		657,214		663,000		11,875
	425,000	Kern	3/22/22	3/22/42		3.98	%		421,291		425,000		7,855
	1,275,000	Kern	3/22/22	3/22/32		3.98	%		1,245,563		1,275,000		4,688
	246,500	Bartow	5/18/22	5/18/42		3.98	%		245,794		246,500		5,072
	722,500	Bartow	5/18/22	5/18/32		3.98	%		716,985		722,500		2,754
	382,500	Dietz	6/15/22	6/15/32		3.98	%		382,500		382,500		1,564
	445,981	Aberdeen	7/19/22	7/29/32		3.98	%		445,981		445,981		1,786
	1,020,000	All Breed	8/12/22	8/12/42		3.98	%		1,020,000		1,020,000		8,702
	519,527	All Breed	8/12/22	8/12/32		3.98	%		519,527		519,527		3,159
	225,923	All Breed	8/12/22	8/12/32		5.25	%		225,923		225,923		3,159
	637,500	Williamsburg	12/8/22	12/8/32		5.25	%		637,500		637,500		2,556
$	8,863,423							$	8,741,740	$	8,863,423	$	81,109

The Company amortized $2,006 and $1,629 of issuance cost in the aggregate during the three months ended June 30, 2023 and 2022, respectively, and $4,024 and $2,810 of issuance cost in the aggregate during the six months ended June 30, 2023 and 2022, respectively, for the FNBD notes payable.

FSNB Commercial Loans

On January 11, 2021, the Company entered into three separate commercial loans with First Southern National Bank (“FSB”) as part of the Kauai Veterinary Clinic, LLC acquisition. The first commercial loan in the amount of $1,105,000 has a fixed interest rate of 4.35% and had a maturity date of January 15, 2024. The commercial loan was modified in January 2021 to extend the maturity date to February 25, 2041. The fixed rate loan has monthly payments of $6,903. The commercial loan had issuance costs of $13,264 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan.

The second commercial loan with FSB entered into on January 11, 2021 in the amount of $1,278,400 has a fixed interest rate of 4.35% and had a maturity date of January 15, 2024. The commercial loan was modified in January 2021 to extend the maturity date to January 25, 2031. The fixed rate loan has monthly payments of $13,157. The commercial loan had issuance costs of $10,085 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan.

The third commercial loan with FSB entered into on January 11, 2021 in the amount of $450,000 has a fixed interest rate of 5.05% and had a maturity date of January 15, 2024. The commercial loan was modified on August 25, 2021 to extend the maturity date to February 25, 2023 and increase the principal amount to $469,914. The fixed rate loan has monthly payments of $27,164. The commercial loan had issuance costs of $753 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan.

On October 31, 2022 the company entered into three separate commercial loans with FSB as part of the Pony Express Practice acquisition. The first loan with FSB that was entered into on October 31, 2022, was in the amount of $2,086,921. The loan has a fixed interest rate of 5.97% and a maturity date of October 31, 2025. The fixed rate loan has monthly payments of $23,138 except for a final monthly payment of $1,608,530. The commercial loan had issuance costs of $25,575 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan.

The second loan with FSB that was entered into on October 31, 2022, was in the amount of $398,258. The loan has a fixed interest rate of 5.97% and a maturity date of October 31, 2042. The fixed rate loan has monthly payments of $2,859. The commercial loan had issuance costs of $3,277 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan.

The third loan with FSB that was entered into on October 31, 2022, was in the amount of $700,000. The loan has a fixed interest rate of 6.75% and a maturity date of April 1, 2023. The fixed rate loan has monthly payments of $6,903 except for a final monthly payment of $423,278. The commercial loan did not have any issuance costs that were capitalized.

On December 16, 2022, the company entered into two separate commercial loans with FSB as part of the Old 41 Practice acquisition. The first loan with FSB that was entered into on December 16, 2022, was in the amount of $568,000. The loan has a fixed interest rate of 6.50% and a maturity date of December 16, 2025. The fixed rate loan has monthly payments of $4,772, except for a final payment of 593,039. The loan had issuance costs of $4,531 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan.

The second loan with FSB that was entered into December 16, 2022, was in the amount of $640,000. The loan has a fixed interest rate of 6.50% and a maturity date of December 16, 2025. The fixed rate loan has twelve monthly payments of approximately $2,830, followed by monthly payments of $7,443. and the interest rate is 6.50%. The loan had issuance costs of $5,077 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan.

The FSB commercial loans are guaranteed by Kimball Carr, our Chairman, Chief Executive Officer and President and Charles Stith Keiser, our Vice Chairman and Chief Operating Officer.

Notes payable to FSB as of June 30, 2023 and December 31, 2022 consisted of the following:

Original Principal		Acquisition	Entered	Maturity	Interest			June 30, 2023		December 31, 2022		Issuance Cost
$	1,105,000	KVC	1/25/21	2/25/41		4.35	%	$	1,016,433	$	1,045,310	$	13,264
	1,278,400	KVC	1/25/21	1/25/31		4.35	%		1,018,104		1,074,251		10,085
	469,914	KVC	1/25/21	2/25/23		5.05	%		-		53,964		753
	2,086,921	Pony Express	10/31/22	10/31/25		5.97	%		1,983,082		2,061,346		25,575
	400,000	Pony Express	10/31/22	10/31/42		5.97	%		392,926		398,258		3,277
	700,00	Pony Express	10/31/22	8/16/23		6.75	%		700,000		700,000		-
	568,000	Old 41	12/16/22	12/16/25		6.5	%		544,732		568,000		4,531
	640,000	Old 41	12/16/22	12/16/25		6.5	%		632,061		640,000		5,077
$	7,428,235							$	6,287,338	$	6,531,377	$	62,562

Notes payable as of June 30, 2023 and 2022 consisted of the following:

	June 30,		December 31,
	2023		2022
FNBD Notes Payable	$	8,741,740	$	8,863,423
FSNB Notes Payable		6,287,338		6,531,377
Car loan		1,191